Delaware LLC Operating Agreement

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LLC Operating Agreement (template + instructions)


Download a free LLC Operating Agreement:
Member-managed: Google DocWordPDF
Manager-managed: Google DocWord

Next Step

After you’ve completed and signed your Delaware LLC’s Operating Agreement, you can then proceed to the next Lesson: Tax ID Number (EIN).

Matt Horwitz

Matt Horwitz
Founder & Educator, LLC University®
Matt Horwitz has been the leading expert on LLC education for the past decade. He founded LLC University in 2010 after realizing people needed simple and actionable instructions to start an LLC that other companies weren't offering. He's cited by Entrepreneur Magazine, Yahoo Finance, and the US Chamber of Commerce, and was featured by CNBC and InventRight.
Matt holds a Bachelor's Degree in business from Drexel University with a concentration in business law. He performs extensive research and analysis to convert state laws into simple instructions anyone can follow to form their LLC - all for free! Read more about Matt Horwitz and LLC University.

8 comments on “Delaware Operating Agreement”

Disclaimer: Nothing on this page shall be interpreted as legal or tax advice. Rules and regulations vary by location. They also change over time and are specific to your situation. Furthermore, this comment section is provided so people can share their thoughts and experience. Please consult a licensed professional if you have legal or tax questions.

  1. Thank you for this amazingly thorough website!! I have been bouncing back and forth between multiple sites all day, until I found this one!

    • Hey Erin, so glad you found us :) Let us know if you need anything, or have any questions!

  2. Hi Matt,
    I have been reading your articles all day and they were so helpfull. First of all I would like to thank you in advance for your sharings.

    I am non-USA and living in my home country and want to run an e-commerce business in USA. I have already registered my LLC company in Delaware. as a next step I will buy a virtual address and a phone line than will apply for EIN number. Before taking these next steps let me explain my situation and you may like to guide me on that.

    As you know, to run an e-commerce business I need to have a bank account and need to link it with several payment methods like PayPal, Stripe.
    I have already opened a virtual bank account on payoner but as you know PayPal requires an actual bank account at where I run my business. So I should have a bank account in USA. to have it as you share I can visit USA in person or try to visit local branches in my country. But I know that without visiting USA it is so difficult to have it.

    Luckly, I have a friend in California who is already working there and have all bank accounts, EIN and other stuff needed.

    Here is the questions:
    -Can I assign my friend as a Manager to the company to use his bank accounts for PayPal and others?
    -I am thinking that I should be the Ceo of the company and My friend will me commercial manager. Should that be appropriate? so company will be single member who is me, and my friend will be the manager from outside.
    -Do I have to share this with my EIN application or I will keep this form for myself and share it for paypal application and others.
    -I have Manager-Managed LLC agreement form but there are a lot of wordings there. Could you please share filled example of this document to be sure that I do not miss any points of it?

    I will definately want to have my own account there but before that I want to be sure that the business I will run will be profit worthed to visit USA.

    sorry for long story,

    I am looking forward to hearing from you as soon as your avaliable.

    Kind regards,


  3. Hello Matt,

    I want to take over ownership of a Delaware single member LLC, and I have non-US resident status. As you know, operating agremeen is not a document that we need to file with the state of Delaware, and Delaware LLCs makes ownership changes through this document. In this case, do I need to buy a new EIN for my new owner, single member LLC?

    • Hi Sait, no, you wouldn’t purchase the EIN. Instead, you will just change the EIN Responsible Party with the IRS. The form to transfer ownership of an LLC will be an Assignment of LLC Membership Interest. You’ll also want to amend the Operating Agreement. The states don’t provide the Assignment of LLC Membership Interest. We hope to have forms available to download later next year, but for now, you may be able to find one online. However, it’s better to hire an attorney to make sure everything is done correctly. Also, please keep in mind Form 5472 requirement for foreign-owned Single-Member LLCs. Hope that helps :)

  4. I have a business that has been in existence for 4 years I recently applied for an SBA loan I was approved for the loan, now however they are asking for my Certificate of Formation, Articles of Organization and Operating Agreement. I have all documents except an Operating Agreement…my business is a Single Member LLC, ran by me solely. Can I get into legal trouble if I don’t have an Operating Agreement? My business was formed in Delaware and I recently moved to North Carolina.

    • Hi Mike, no, you won’t get into trouble for not having an Operating Agreement for your LLC. It’s not legally required. You can create an Operating Agreement for your LLC and date it the same date your Certificate of Organization was filed. Note, in Delaware, the form to create an LLC is the Certificate of Formation. There is no Articles of Organization in Delaware. That’s the name of the form in other states. Hope that helps.

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Hope that helps!

Matt Horwitz founder of LLC University
Matt Horwitz
Founder & Educator
LLC University®