Llc Operating Agreement Template Delaware

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

Document ID: LLC-DE-OPER-2024-001
Effective Date: [Date]
Jurisdiction: State of Delaware
Version: 1.0

STATUTORY & LEGAL COMPLIANCE NOTICE

This Operating Agreement is drafted in accordance with the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.). This document constitutes a binding legal contract. Users are advised that while this template is designed for standard Delaware LLC operations, specific tax elections, series designations, or complex governance structures may require customized legal counsel. This document does not constitute personalized legal advice. Parties should consult with a qualified attorney regarding the specific tax implications (IRS Form 8832 or 2553) and compliance with the Delaware Secretary of State.

ARTICLE I: ORGANIZATION

1.1 Formation: The Members have formed a Limited Liability Company pursuant to the Delaware Limited Liability Company Act (the "Act") by filing a Certificate of Formation with the Delaware Secretary of State.
1.2 Name: The name of the Company is [Company Full Legal Name], LLC.
1.3 Principal Office: The principal place of business is [Principal Address].
1.4 Registered Agent: The registered agent for service of process in Delaware is [Registered Agent Name], located at [Agent Address].
1.5 Term: The Company shall continue in perpetuity unless dissolved in accordance with Article IX.

ARTICLE II: CAPITAL CONTRIBUTIONS & INTERESTS

2.1 Initial Contributions: The Members have contributed the amounts set forth in Schedule A.
2.2 Membership Interests: The Membership Interests shall be allocated as follows: [Member A Name]: [Percentage]%; [Member B Name]: [Percentage]%.
2.3 Liability: No Member shall be personally liable for any debt, obligation, or liability of the Company solely by reason of being a Member.

ARTICLE III: MANAGEMENT & GOVERNANCE

3.1 Management: The Company shall be [Member-Managed / Manager-Managed]. If Manager-Managed, the Manager is [Manager Name].
3.2 Voting: Except as otherwise required by the Act, all decisions shall be made by a majority interest of the Members.
3.3 Authority: The Manager (or Managing Member) is authorized to execute contracts, incur debt, and conduct the ordinary business of the Company.

ARTICLE IV: DISTRIBUTIONS & TAXATION

4.1 Distributions: Net Profits and losses shall be allocated in proportion to the Membership Interests. Distributions shall be made at such times and in such amounts as determined by the Manager.
4.2 Tax Classification: The Company shall be treated as a [Partnership/Disregarded Entity/Corporation] for federal income tax purposes.

ARTICLE V: TRANSFERS & WITHDRAWALS

5.1 Restriction on Transfer: No Member may sell, assign, pledge, or otherwise transfer their Membership Interest without the prior written consent of a majority of the other Members.
5.2 Right of First Refusal: In the event of a proposed transfer, the non-transferring Members shall have a right of first refusal to purchase the interest at fair market value.

ARTICLE VI: REPRESENTATIONS & WARRANTIES

Each Member represents and warrants that: (a) they have the full power and authority to enter into this Agreement; (b) this Agreement constitutes a valid and binding obligation; and (c) the execution of this Agreement does not conflict with any other contractual obligation of the Member.

ARTICLE VII: INDEMNIFICATION & LIABILITY

7.1 Exculpation: No Member or Manager shall be liable to the Company or other Members for any act or omission taken in good faith, provided such conduct does not constitute gross negligence or willful misconduct.
7.2 Indemnification: The Company shall indemnify and hold harmless any person who was or is a party to any proceeding by reason of their status as a Member or Manager to the fullest extent permitted by Delaware law.

ARTICLE VIII: DISPUTE RESOLUTION & GOVERNING LAW

8.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of laws principles.
8.2 Arbitration: Any dispute arising out of or related to this Agreement shall be settled by binding arbitration in [City, State] in accordance with the rules of the American Arbitration Association.

ARTICLE IX: MISCELLANEOUS

9.1 Entire Agreement: This Agreement constitutes the entire agreement among the parties and supersedes all prior understandings.
9.2 Severability: If any provision is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
9.3 Amendments: No amendment to this Agreement shall be effective unless signed by all Members.

EXECUTION & SIGNATURE BLOCKS

FOR [COMPANY NAME]:
Signature: _____________________________________
Printed Name: [Authorized Signatory Name]
Title: [Title / Role]
Date: [Date]

FOR [MEMBER NAME]:
Signature: _____________________________________
Printed Name: [Authorized Signatory Name]
Title: [Title / Role]
Date: [Date]

STEP-BY-STEP EXECUTION & FILING GUIDE

1. Customization: Open the document in a word processor. Perform a "Find and Replace" for all bracketed terms (e.g., [Company Full Legal Name]). Ensure all percentage allocations in Article II sum to 100%.
2. Review: Ensure the "Management" clause (Section 3.1) accurately reflects whether the LLC is Member-managed (all owners participate in daily decisions) or Manager-managed (specific individual/entity is appointed).
3. Execution: Print two (2) original copies. Ensure all Members sign and date the signature blocks.
4. Digital Signature: If using DocuSign or Adobe Sign, ensure you map the "Signer" fields to the specific email addresses of the Members to ensure a tamper-evident Audit Trail.
5. Record Retention:
   • Retain one executed copy at the Company’s principal place of business.
   • Provide a copy to the Company’s tax accountant.
   • Keep a scanned PDF copy in a secure, encrypted cloud storage environment.
6. Filing: This Agreement is an internal document and is not filed with the Delaware Secretary of State (only the Certificate of Formation is filed). Keep this document with the company’s minute book.