Does Delaware require an operating agreement?
Yes. A limited liability company agreement must be entered into or otherwise exist before, after or when the certificate of formation is filed, but it may be written, oral or implied, and the company itself doesn't have to sign it (6 Del. C. §§ 18-201(d), 18-101(9)). Use the form above to write it, and have every member sign it.
The Delaware Limited Liability Company Act lets the agreement be oral or implied as well as written (6 Del. C. § 18-101(9)). A signed, written agreement is still the only kind a bank, a court or a new member can read.
The Delaware Limited Liability Company Act calls an operating agreement a “limited liability company agreement” (6 Del. C. § 18-101(9)). It's the same document; when you choose Delaware, the template uses that name for the title.
Delaware's LLC law and this template
Delaware LLCs are governed by the Delaware Limited Liability Company Act (6 Del. C. chapter 18) (6 Del. C. § 18-101 et seq.). Where your agreement is silent, the act's default rules apply. Where the act lets a limited liability company agreement change one of its rules, your agreement controls.
Choose Delaware in the form and the agreement names the State of Delaware as the LLC's home and governing law, refers to the Certificate of Formation filed with the Delaware Division of Corporations, and defines “the Act” as the Delaware Limited Liability Company Act. Everything else adapts to your answers: one member or several, run by the members or by managers, with or without a buyout when a member dies.
What the Delaware agreement covers
The agreement follows the order most operating agreements use: formation, name, principal office, registered agent, purpose and term; each member's contribution and, with several members, capital accounts and percentage interests; how profits, losses and cash are shared; management by the members or by managers, with the major decisions that need every member's consent; taxes, books, records and a separate bank account; transfers, new members, withdrawal and what happens when a member dies; and dissolution. Schedule A lists each member's contribution and share.
Forming and keeping a Delaware LLC
The operating agreement stays with the LLC's records; these are the filings that go to the state. Check that the name is free first with our Delaware LLC name search.
| Delaware | |
|---|---|
| Forming the LLC | Certificate of Formation, $110, filed with the Delaware Division of Corporations |
| Name must end with | “Limited Liability Company”, “L.L.C.”, “LLC” |
| State tax or fee | $400 a year annual tax, due June 1 |
| Newspaper notice | Not required |
| Name reservation | $75, 120 days |
| Good standing certificate | Certificate of Good Standing, $50 |
How to finish your Delaware agreement
- Type the LLC's name exactly as it appears on its Certificate of Formation, ending included.
- Fill in or strike out anything left as a blank line, and make Schedule A's percentages add up to 100%.
- Have every member read and sign it. Electronic signatures count, and members can sign separate copies.
- Keep the signed agreement with the LLC's records; don't send it to the Delaware Division of Corporations. Give each member a copy.
For an LLC with one owner, see the single-member operating agreement; with partners, the multi-member version explains shares, voting and buyouts.
Sources
Checked on 2026-10-08 against the state's own pages:
- https://delcode.delaware.gov/title6/c018/sc01/index.html
- https://delcode.delaware.gov/title6/c018/sc02/index.html
- https://corp.delaware.gov/document-upload-service-information/
- https://corp.delaware.gov/alt-entitytaxinstructions/
Common questions
Does Delaware require an LLC operating agreement?
Yes. A limited liability company agreement must be entered into or otherwise exist before, after or when the certificate of formation is filed, but it may be written, oral or implied, and the company itself doesn't have to sign it.
Do I file the operating agreement with the Delaware Division of Corporations?
No. The Delaware Division of Corporations receives the Certificate of Formation; the operating agreement is an internal document that stays with the LLC's records.
What does Delaware call an operating agreement?
The Delaware Limited Liability Company Act calls it a “limited liability company agreement”. It's the same document, and the template titles it that way when you choose Delaware.
Is this Delaware operating agreement template free?
Yes. There's no sign-up and no email address, and the agreement is built in your browser, so nothing you type is sent to us.