Delaware LLC operating agreement template.
Free customizable operating agreement designed for Delaware LLCs. Includes state-specific provisions, customize bracketed fields, and download in seconds. In Delaware, an operating agreement is not legally required by statute, but is strongly recommended.
Key state filing details.
Cost to file Articles of Organization with the Delaware Secretary of State.
Typical Delaware state filing turnaround for new LLC formation.
Ongoing state compliance filing required to maintain good standing.
Where Delaware LLC filings are submitted and stored.
Delaware Limited Liability Company Act (6 Del. C. § 18) is the most flexible LLC statute in the US. Court of Chancery handles disputes.
$300 flat annual LLC tax; no state income tax for out-of-state operations.
Standard sections.
Formation
States that the LLC is formed under Delaware law. References the Articles of Organization filed with the Delaware Secretary of State.
Purpose
Business purpose. Most Delaware LLCs use broad "any lawful business" language.
Members and ownership
Lists each member by name, address, ownership percentage, and capital contribution.
Management
Member-managed or manager-managed. Delaware default rules apply absent operating agreement.
Distributions and allocations
How profits and losses are allocated; when distributions are made; tax distributions.
Voting
Decision thresholds for ordinary business vs major decisions (admit members, sale, dissolution).
Transfer restrictions
Right of first refusal on member transfers. Drag-along and tag-along rights.
Buy-sell on departure
What happens on death, disability, divorce, bankruptcy, or voluntary withdrawal.
Dissolution
Events triggering dissolution. Wind-up procedures under Delaware law.
Governing law
Delaware law governs the operating agreement.
Delaware operating agreement questions.
Is an operating agreement required in Delaware?
What does it cost to form an LLC in Delaware?
How long does Delaware LLC formation take?
Where do I file the operating agreement?
Can I use this template if I plan to elect S-Corp tax status?
What if I have multiple members?
Does this need to be notarized in Delaware?
What if my LLC operates in multiple states?
Form your Delaware LLC.
$0 service fee. $110 Delaware state fee. EIN, BOI, and registered agent included.
Template is educational. Specific situations may require attorney review.
On the $129/yr Compliance Annual Filings plan, we cover state late fees.
When you autofile your annual report through the $129/yr plan and we miss the deadline, we pay the state's late fee. The guarantee applies to that specific plan and the filings it includes. Other File.Business services are billed at the prices on this page.