Delaware LLC Operating Agreement

Single-member or multi-member operating agreement under your state's LLC act: ownership, management, capital, distributions, transfers and dissolution.

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Delaware rules that this document follows

LLC statuteDelaware Limited Liability Company ActSource: 6 Del. C. § 18-101 et seq.
Operating agreement required?Yes (may be oral; written is far safer)Source: 6 Del. C. §§ 18-101(9), 18-201(d) (LLC agreement may be written, oral or implied and is deemed to exist upon formation)
Formation fee$110.00
Annual reportNot requiredSource: 6 Del. C. § 18-1107(b) (as amended by HB 400, 2026)
State LLC / franchise taxAnnual LLC tax $400 (tax year 2026+; $300 prior), due June 1; $200 penalty plus 1.5%/month interest
Charging order exclusive remedy (SMLLC)yesSource: 6 Del. C. §§ 18-402 (majority by profits interest), 18-503/18-504 (allocations and distributions per agreed value of contributions), 18-703 (charging order sole remedy)

Rules current as of 2026-09-07. Statutes change; verify before relying on them.

How to use this LLC Operating Agreement in Delaware

Sign the agreement as soon as the LLC is formed and before opening the bank account. Fill Schedule A with actual contributions — the percentages drive profits, votes and buy-outs. Multi-member LLCs should agree on the buy-out formula now, while everyone is friendly.

Review annually and whenever a member joins, leaves, marries, or the tax election changes. Keep it with the articles, EIN letter and annual report receipts.

Frequently asked questions

Is an operating agreement required in Delaware?

Yes — Delaware requires one (6 Del. C. §§ 18-101(9), 18-201(d) (LLC agreement may be written, oral or implied and is deemed to exist upon formation)). Banks, investors and courts expect a written agreement, and a single-member LLC without one is easier to pierce.

What are the ongoing state fees for an LLC in Delaware?

No annual report. Annual LLC tax $400 (tax year 2026+; $300 prior), due June 1; $200 penalty plus 1.5%/month interest.

Does the operating agreement get filed with the state?

No. It is an internal document. Keep the signed original with the Company records; banks and the IRS may ask for a copy.

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FormsByState provides self-help document templates and general information, not legal advice. We are not a law firm. For advice about your situation consult a licensed attorney in your state.