A Delaware LLC Operating Agreement is a legal document employed to capture information concerning how a limited liability plans on conducting operations presently and in the future. The arrangement serves to establish protocols for maintaining the business as well as solidify an understanding of roles amongst members for LLCs owned by multiple members. Delaware is one of five (5) states that obligate an operating agreement to be produced and submitted alongside official formation paperwork to formally file for LLC status.
Operating Agreements – § 18-111
Definitions – § 18-101(9)
Multi-Member LLC Operating Agreement – Allows a business owned by more than one member to institute a contract providing a comprehensive outline of operating expectations for the company.
Single-Member LLC Operating Agreement – Produces a concrete summary to map out how an LLC will be run for those companies that a single individual owns.
To legally operate as a limited liability company, various tasks must be completed in order to successfully adhere to state law. Take the following steps to ensure you correctly set up your company to do business as an LLC.
Each company registered as an LLC is obligated to select a name that is unique and meets the guidelines set forth by Delaware Code § 18-102. State law stipulates that in addition to the entity name being distinctive, it must also include one of the following within the name: “Limited Liability Company”, “L.L.C.”, or “LLC”. You can access the Division of Corporations’ website and input the name you would like in the “Entity Name” field. Click on the “Search” button to make sure to verify if the desired name is available.
When filing for formation, the selected name can be indicated with the application to secure the name. Companies that wish to reserve a name before submitting formation paperwork (optional) can do so online or by mail:
By Mail:
Delaware Division of Corporations
401 Federal Street, Suite 4
Dover, DE 19901
When a business decides to register and be classified as an LLC, a representative or entity must be assigned to the registered agent role. A registered agent can be a person or commercial firm designated to receive any legal notifications on behalf of the company. Qualified agents must be:
For a record of registered agents authorized to transact in Delaware, review the provided listing on the Division of Corporations website.
Delaware is only one of five (5) US States that mandate the submission of an executed operating agreement to originate as an LLC in an official capacity. Producing the contract creates a legal outline summarizing formation information along the lines of initial contributions as well as distributions to named members or managers moving forward. Additional expectations can be confirmed regarding voting rights, roles, and protocols for various future scenarios for the business. The above-provided form can be used, or one of the ownership-specific forms below can be utilized depending on how many individuals claim an ownership interest in the company:
It may be necessary to register your company with the IRS using their Federal ID system that assigns a number to identify the business within their nationwide database appropriately. Even in cases where your LLC does not require an EIN for tax purposes, it can still be helpful when applying for loans or seeking funds from outside investors. Applying for an EIN is as simple as using your web browser to navigate to the IRS website. From there, click on “Apply Now” to fill out the electronic form to be granted your identification number upon completion.
