Delaware LLC Operating Agreement: 2026 Drafting Guide
Delaware is the gold standard for LLCs. Here's how to structure your operating agreement to leverage Delaware's flexibility.
Published 2026-04-22 · 7 min
Why Delaware Is the LLC Capital
Delaware Limited Liability Company Act (6 Del. C. §18) gives LLCs nearly unlimited freedom of contract. Members can structure governance, distributions, and dissolution however they want — provided the operating agreement is well-drafted.
Essential Delaware LLC OA Provisions
Series LLC Considerations
Delaware allows Series LLCs — single LLC with multiple 'series' that can hold separate assets and liabilities. Operating agreement must explicitly establish each series with its own members, managers, and asset classes for liability segregation.
Free Delaware LLC Operating Agreement Template
iContract generates Delaware LLC operating agreements with member-managed and manager-managed options, customizable distribution structures, and series LLC provisions. Free in 2 minutes.
FAQ
Is a written operating agreement required in Delaware?
Not legally required, but strongly recommended. Without one, default Delaware Act provisions apply, which may not match your members' intentions.
Can a Delaware LLC have a single member?
Yes. Single-member LLCs are valid and pass through to the owner's personal tax return by default.
Do Delaware LLCs need to file the operating agreement publicly?
No. Operating agreements are private documents between members. Only the Certificate of Formation is filed with the state.
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