Delaware LLC Operating Agreement (2026)

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

Updated September 2026≈ 9 minReviewed against 6 Del. C. § 18-101 et seq. · 6 Del. C. §§ 18-101 · 6 Del. C. § 18-1107

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What you'll get

Sample first page of the LLC Operating Agreement. Your answers fill in the blanks; the clauses required in Delaware are added automatically.

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What this document covers

Formation, name, purpose and registered agent
Tax classification (default, S corp, C corp)
Members, contributions and percentage interests
Capital accounts and additional contributions
Allocations, distributions and tax distributions
Member- or manager-managed; voting and major decisions
Duties, other activities and deadlock (50/50)
Liability and indemnification
Transfers, right of first refusal and buy-out events
Withdrawal, dissolution, Schedule A and spousal consent

Delaware rules that this document follows

LLC statute	Delaware Limited Liability Company ActSource: 6 Del. C. § 18-101 et seq.
Formation document / filing office	Certificate of Formation — Delaware Secretary of State (Division of Corporations) (the statute calls this document a "limited liability company agreement")
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 report	Not requiredSource: 6 Del. C. § 18-1107(b) (as amended by HB 400, 2026)
State LLC / franchise tax	Annual LLC tax $400 (tax year 2026+; $300 prior), due June 1; $200 penalty plus 1.5%/month interest
Duty-of-loyalty waiver	May be eliminated entirely by agreementSource: 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)
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 2026-10-27. 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 and percentages — they drive profits, votes and buy-outs. Multi-member LLCs should agree on the buy-out formula now, while everyone is friendly; two 50/50 members get an automatic deadlock clause.

If you elect S-corporation status, keep every distribution strictly pro rata — a single disproportionate distribution can terminate the election.

Review annually and whenever a member joins, leaves, marries, or the tax election changes. Keep it with the Certificate of Formation, 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.

Why does it ask whether a member is married?

Delaware is not a community-property state, so the question only drives the optional spousal-consent language; it is still wise to have spouses acknowledge the buy-out terms.

Other names

single member LLC operating agreement
multi-member operating agreement
LLC agreement
company agreement
LLC bylaws
limited liability company agreement
operating agreement template
member-managed LLC agreement

Other states

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.