A Delaware limited liability company operating agreement dictates how its members should behave with each other and the limited liability company one or more of them will manage. This type of agreement has not been set as a requirement by the State of Delaware. Therefore, it is up to the organizers and members of the LLC to draft and then sign an operating agreement.
Many would consider establishing a physically signed operating agreement when the limited liability company forms to be a smart precautionary measure against misunderstandings and potential scrutinization regarding the legitimacy of the LLC.
Is it Required in Delaware?
Yes. An operating agreement must be entered into “after or at the time of the filing of the Certificate of Formation.”
Laws – § 18-201(d)
By Type (2)
Single-Member LLC Operating Agreement – For a limited liability company with just one (1) member.
Multi-Member LLC Operating Agreement – For a limited liability company with two (2) members or more.
State Definition
“Limited liability company agreement” means any agreement (whether referred to as a limited liability company agreement, operating agreement or otherwise), written, oral or implied, of the member or members as to the affairs of a limited liability company and the conduct of its business. A member or manager of a limited liability company or an assignee of a limited liability company interest is bound by the limited liability company agreement whether or not the member or manager or assignee executes the limited liability company agreement. A limited liability company (including any protected series or registered series thereof) is not required to execute its limited liability company agreement. A limited liability company (including any protected series or registered series thereof) is bound by its limited liability company agreement whether or not the limited liability company (or any protected series or registered series thereof) executes the limited liability company agreement. A limited liability company agreement of a limited liability company having only 1 member shall not be unenforceable by reason of there being only 1 person who is a party to the limited liability company agreement. A limited liability company agreement is not subject to any statute of frauds (including § 2714 of this title). A limited liability company agreement may provide rights to any person, including a person who is not a party to the limited liability company agreement, to the extent set forth therein…”
