A Delaware LLC operating agreement is the agreement among the members of a limited liability company about the company's affairs and how it does business. Under Delaware law, it counts whether it is written, oral or implied.[1] The FormsPal template on this page is for an LLC with one member. Fill it out online or download it as a PDF, Word or OpenDocument file.
Last Updated: October 2026. This guide is reviewed and updated regularly to reflect current Delaware law. If you notice an error or outdated information, please contact us.
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Delaware defines the operating agreement in 6 Del. C. § 18-101. The definition covers any agreement of the members about the LLC's affairs and the conduct of its business. The name does not matter, and the agreement can be written, oral or implied.[1] The statute's own words are below.
"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.
Because the definition includes oral and implied agreements, an oral operating agreement can be valid in Delaware. The law also says an LLC agreement is not subject to any statute of frauds, including § 2714 of Title 6.[1] A statute of frauds is a rule that makes some contracts unenforceable unless they are in writing. Even so, a signed written agreement gives the members something to point to later.
Under 6 Del. C. § 18-101, each of the following is bound by the operating agreement, whether or not it signs the agreement.[1]
An agreement for an LLC with only one member is not unenforceable just because only one person is a party to it. The agreement may also give rights to a person who is not a party, to the extent the agreement sets out those rights.[1]
Delaware's LLC law gives the maximum effect to freedom of contract and to the enforceability of LLC agreements. Under 6 Del. C. § 18-1101, an operating agreement can do the following.[2]
Two limits apply. The agreement may not eliminate the implied contractual covenant of good faith and fair dealing. It also may not limit or eliminate liability for any act or omission that is a bad faith violation of that covenant.[2]
These rules apply whether the LLC has one member or more than one.[2]
Popular Local Operating Agreement Forms
An operating agreement is a vital instrument used by LLCs since it details the company’s financial and operational decisions including principles, regulations and provisions. Below are the states operating agreement documents are downloaded in most often.
The FormsPal template is a 31-section operating agreement for an LLC with a single member, followed by three schedules. The table below groups the sections by what they do, so you can see what the agreement covers before you fill it out. Schedules A, B and C hold the definitions, the member, Managers and Officers, and the initial capital contribution.
| Sections | Topic | What it covers |
|---|---|---|
| Sections 1 to 5 | Company details | The company name, principal business office, registered office and agent, the member, and the initial Articles of Organization (the form's term for the formation filing). |
| Sections 6 to 9 | Purposes and management | The purposes of the business, its powers, and the Managers and Officers. |
| Sections 10 to 17 | Money and liability | Limited liability, capital contributions, profits and losses, distributions, the fiscal year, other business, and exculpation and indemnification. |
| Sections 18 to 22 | Changes in membership | Assignment, resignation, admitting additional members, dissolution and waiver of partition. |
| Sections 23 to 29 | General terms | Third-party rights, severability, the entire agreement, governing law, amendments, counterparts and notices. |
| Sections 30 and 31 | Effectiveness and tax status | The form makes the agreement effective when the initial Articles of Organization are filed, and states the intent that the LLC be treated as a disregarded entity for federal tax purposes. |
The FormsPal Delaware LLC operating agreement is a single-member agreement, signed by one member as the sole equity member of the LLC. Work through the parts below in the order they appear on the form.
To edit the downloaded PDF on screen, use our online PDF editor.
Under 6 Del. C. § 18-201, a Delaware LLC is formed by filing a certificate of formation with the Secretary of State. It is the filing this form calls the initial Articles of Organization.[3]
Under 6 Del. C. § 18-102, the LLC name in the certificate of formation must contain the words "Limited Liability Company", the abbreviation "L.L.C." or the designation "LLC", and it must be distinguishable on the Secretary of State's records.[1]
A Delaware LLC operating agreement is the members' own agreement about the LLC's affairs. Delaware law recognizes it whether it is written, oral or implied, so the answers below stick to what 6 Del. C. § 18-101 and § 18-1101 say.[1]
A Delaware LLC operating agreement is any agreement of the member or members about the affairs of the LLC and the conduct of its business. It can be called a limited liability company agreement, an operating agreement or something else, and it can be written, oral or implied.[1]
Yes. An LLC is bound by its operating agreement whether or not the LLC executes (signs) it. The law also says the LLC is not required to execute its own agreement.[1]
Yes. Delaware's LLC law gives the maximum effect to freedom of contract and to the enforceability of LLC agreements.[2] You can start from the FormsPal LLC operating agreement template and set the terms within the limits listed above.
Delaware's definition covers an agreement that is written, oral or implied, so a written document is not the only form an operating agreement can take.[1]
The law this page covers is about the operating agreement itself. Under 6 Del. C. § 18-101 and § 18-1101, these points apply.
Other LLC Operating Agreement Forms by State
General information, not legal or tax advice.
Unless noted otherwise, the sources below are from the 6 Del. C..
