The Delaware LLC operating agreement is a legal document that will guide the member(s) in organizing the guidelines and procedures necessary to run a business. The document is not required in the State of Delaware, however, it’s highly recommended that the document is completed and kept on file by the managing-member(s)/owner(s).
By completion of the form, the member(s) will have the ability to protect their personal property that would otherwise become vulnerable, in the event they are presented with litigation or bankruptcy. The member(s) will also have access to various tax benefits.
Table of Contents
Multi-Member – For use by any company/entity that will be a multi-member managed company. All members must agree to all aspects of the document in order that it might be effective.
Single-Member – This document would be for use by a sole proprietor, one who would self manage their own company. This document would provide all of the same benefits as would be provided to medium to large sized companies.
Each entity in the State must operate under a unique business name that is distinguishable for all others on file with the Delaware Division of Corporations. Consequently, it is recommended that you perform a to ensure that your desired name is available and dissimilar to the name of any other registered entity.
Step 1 – Appoint a Registered Agent
The State of Delaware requires every business to nominate a Registered Agent who shall receive correspondence from the Division of Corporations on behalf of the business. A Registered Agent may be an individual residing in Delaware or an entity with the authorization to transact business in the State. The Division of Corporations has provided that uphold the standards pursuant to .
Step 2 – Complete the Application
Choose the Adobe PDF file below which matches your LLC type.
- Domestic – Form a new LLC in Delaware
- Foreign – Register an existing LLC from out-of-state
Step 3 – Filing Fee
Attach a check made payable to the ‘Delaware Division of Corporations’. The requisite fees are as follows:
- Domestic – $90
- Foreign – $200
You may expedite your filing for an additional fee (see Fee Schedule for more information).
Step 4 – Cover Sheet
A cover sheet containing your name or entity name, phone number, and return address must be included with your filings. A downloadable PDF cover sheet can be found on the website. If you have any questions on the subject, call the Division at .
Step 5 – Submit Application
Send your filing package by mail to the address below. Note that Foreign LLCs are required to include a Certificate of Existence issued within six (6) months of filing with the Division of Corporations.
Division of Corporations, John G. Townsend Building, 401 Federal Street, Suite 4, Dover, DE 19901
Step 6 – Operating Agreement
Upon successfully filing your LLC in Delaware, it is recommended that an operating agreement be drafted to outline the method of operation and financial structure of the business. The form shall not be filed with the Division of Corporations but rather filed by each relevant party and kept for their own personal records.
Step 7 – Employer Identification Number (EIN)
The Employer Identification Number (EIN) is to a business what a Social Security Number is to an individual. The Internal Revenue Service (IRS) uses this identifier to oversee the financial activity of all registered entities. Once acquired, the LLC will be able to conduct legal, financial activity within the country. You may apply using PDF Form SS-4 or by submitting the .
Step 1 – Establishment of the Document – Enter the name of the company at the top of the form.
Step 2 – The Parties – Provide the following information:
- Submit the date in which the agreement is entered, in dd/mm/yy format
- Check the applicable box
- Enter the information behind the selected box
- Single-Member – Enter the name of the company, the name of the state where the business shall reside, submit the address of the company and the member’s (owner’s) address
- Multi-Members – Enter their names and addresses
Step 3 – Name and Principal Place of Business – The member(s) must review the following information, entering any required information in each section:
- Enter the name of the company
- Submit the address and city of the business
- Enter the date of which the company is formed
Review – Purposes and Term –
Member Capital Contributions – Check the appropriate box. Review the information or enter required information as follows (if multi-members):
- Each contributing member must enter their name(s)
- All members much enter the amount of their capitol contrubution
- Review all of the remaining information in the section
- Read Distributions
- Check the box that applies
- Enter the members’ names
- Submit the Percentage of Interest for each member
- All members must take the time to carefully review this section
Books, Records, Tax Returns – Select and check the appropriate box.
- Member(s) must read the information behind their respective checked box
Management of the Company – Check the applicable box.
- Check the box
- Enter the owner’s name
- Review the remainder of this section
- Review all of the information in this section
- Enter the limit regarding what may be paid with regard to payments or arranging encumbrances
- Enter the maximum allowable for lending
- Enter the maximum allowable for establishing reserves
- Enter the limit allowable for expenditure for payment of claims for insurance, settle, compromise, merger approval, etc.
Meeting of Members – Check the box.
- Enter the date that the members must expect to meet annually, in dd/mm/yy format
- All members must review the remainder of the entire section
Step 4 – Titled Sections – All members must check the box if applicable and take the time to review the following:
- Assignment of Interests
- Ownership of Company Property
- Right of First Refusal
- Admission of New Members
- Withdrawal Events
- Dissolution and Liquidation
- Representation of Members
Certificates Evidencing Membership – Submit the following:
- The name of the company
- Date that the Certificates become effective in dd/mm/yy format
Step 5 – Signatures – Enter the date of the execution of the agreement, in dd/mm/yy format.
- All members must enter their signatures
Once the document is complete and agreed upon by all members, copies must be made and provided to all members. This document shall also provide evidence of the Certificate of Ownership.