Key Takeaways
- Delaware law does not require an LLC to have an operating agreement yet it is strongly recommended to create one.
- Feel free to utilize our complimentary Delaware LLC Operating Agreement template to align with state regulations.
- To form an LLC in Delaware, you’ll need to file a Certificate of Formation with the Delaware Division of Corporations, appoint a registered agent, and fulfill the prescribed filing fee.
Delaware LLC Operating Agreement Templates by Type
Single Member LLC
Basic Single Member LLC Operating Agreement
Used 4,920 times
Are you required to uphold your limited liability corporation status in accordance with state law? If the business is sued, the owner’s assets may be safeguarded by this agreement.
Use Basic Single Member LLC Operating AgreementUse this template for sole ownership of an LLC in Delaware.
Multi Member LLC
Multi-Member LLC Operating Agreement Template
Used 4,872 times
Ensure that your newly formed LLC is run the right way by having a multi-member operating agreement in place.
Use Multi-Member LLC Operating Agreement TemplateWhen multiple individuals or entities co-own an LLC in Delaware, this template facilitates collaboration and governance.
50/50 LLC
50/50 LLC Operating Agreement Template
Used 4,872 times
This free 50/50 LLC Operating Agreement template for businesses with equal ownership.
Use 50/50 LLC Operating Agreement TemplateWhen two partners equally share ownership and management responsibilities in a Delaware LLC, this template provides a structured partnership framework.
Member-managed LLC
Member-Managed LLC Operating Agreement Template
Used 4,919 times
A manager is chosen by the firm owners to oversee day-to-day operations in a manager-managed LLC. Use this Member-Managed LLC Operating Agreement Template right away.
Use Member-Managed LLC Operating Agreement TemplateIf management responsibilities of a Delaware LLC are delegated to appointed members, this template offers clear guidelines for the management structure.
Legal Requirements
Although it’s not a legal necessity in Delaware, it’s strongly advised that limited liability companies have an operating agreement. This crucial document sets the groundwork for the Limited Liability Company’s functioning and delineates the rights and duties of its members.
It details essential elements like ownership stakes, organizational structure, decision-making protocols, and profit distribution. A well-defined operating agreement can help an LLC avoid conflicts, guarantee transparency, and lay a robust foundation for seamless operation.
How to Form LLC in Delaware
Setting up a Limited Liability Company in Delaware is a straightforward process that offers numerous benefits.
- Choose a Unique Business Name: Before starting the process, ensure your desired business name is unique and available. You can check this on the official State of Delaware website. If the name is available but you’re not ready to form your LLC immediately, you can reserve the name for 120 days by submitting a Business Name Reservation form.
- Appoint a Registered Agent: Your Limited Liability Company will require a registered agent who’ll receive lawsuits and other legal documents for your business. The registered agent can be any Delaware resident over (18) with a physical address in the state, or you can hire a registered agent service.
- File a Certificate of Formation: To officially form an LLC in Delaware, you must submit a Certificate of Formation to the Delaware Division of Corporations. The filing fee is $90. It’s possible to transmit the document digitally or via post.
- Draft an LLC Operating Agreement: Although not legally required in Delaware, having an operating agreement is highly recommended. This document establishes the framework for the LLC’s operations and governs its members’ rights and responsibilities.
- Obtain an Employer Identification Number (EIN): An EIN is necessary for tax purposes and to open a business bank account. You can obtain it from the IRS official website.
Remember, forming a Limited Liability Company in Delaware provides limited liability protection and flexibility in the management structure, protecting your assets from company debts or lawsuits.
Delaware LLC Laws
The Delaware LLC Act encapsulates the laws governing limited liability companies in Delaware. This act is a comprehensive legal framework that combines the best features of corporations and partnerships.
Here are some key aspects of the Delaware LLC Act:
- Formation and Certificate of Formation: The Act provides guidelines for forming a Limited Liability Company, including filing a Certificate of Formation.
- Members and Managers: It outlines the rights, responsibilities, and roles of members and managers within the LLC.
- Finance and Distributions: The Act details how finances are managed within the LLC, including profit distributions.
- Assignment of LLC Interests: It provides rules for assigning LLC interests.
- Dissolution: The Act also covers the process of dissolving an LLC.
- Foreign LLCs: It includes provisions for foreign LLCs operating in Delaware.
- Derivative Actions: The Act outlines the process for derivative actions, which are lawsuits brought by a member on behalf of the LLC.
- Miscellaneous Provisions: The Act contains various other provisions related to the operation of an LLC.
The Delaware LLC Act is important because it offers strong protections from liability for owners, making Delaware a popular choice for forming an LLC. The Act allows for contractual flexibility, meaning members can determine their relationship and only need to create rules on issues they can’t agree on. It also provides tax benefits, as an LLC may be treated as a “pass-through entity” for taxes, combining the best features of a partnership and a corporation.
