Delaware LLC Operating Agreement
Generate a llc operating agreement tailored to Delaware law. Our AI incorporates DE-specific statutory requirements, disclosure obligations, and legal standards into every document.
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Delaware Legal Requirements
Key DE statutes and obligations that apply to your llc operating agreement.
Requirements
- Governed by the Delaware Limited Liability Company Act (6 Del. C. §18-101 et seq.) — the most widely adopted LLC statute in the U.S.
- Annual Franchise Tax: $300 due June 1 each year (all Delaware LLCs, regardless of activity)
- No annual report required — just the franchise tax payment
- Registered agent in Delaware required (industry of registered agents is well-established in Wilmington)
- Operating agreement is critical — Delaware law gives maximum freedom of contract to govern internal affairs
- Delaware LLCs do not need to list members' names in any public filing
- Series LLCs are fully recognized under 6 Del. C. §18-215
Restrictions & Limits
- Delaware has no state income tax on LLCs that conduct no business in Delaware ('Delaware advantage' for non-residents)
- If the LLC does business in another state, it must register as a foreign LLC in that state and comply with that state's taxes
- Charging order protection: Delaware provides robust protection — a creditor of a member can only get a charging order, not force dissolution
Official Statute References
Primary Delaware statutes governing this document type.
Delaware LLC Operating Agreement FAQ
Common questions about llc operating agreements under Delaware law.
Why do so many companies form LLCs in Delaware?
Delaware offers maximum contractual freedom under its LLC Act — almost everything can be modified by the operating agreement. The Court of Chancery provides sophisticated, predictable business law decisions. There is no state income tax for LLCs not doing business in Delaware. And the $300 annual franchise tax is flat regardless of LLC size.
Does a Delaware LLC need to file an annual report?
No annual report is required for Delaware LLCs. The only annual obligation is payment of the $300 franchise tax by June 1 each year. Failure to pay results in the LLC falling out of good standing, which can affect its ability to access courts and enter contracts.
Are series LLCs recognized in Delaware?
Yes. Delaware pioneered the series LLC under 6 Del. C. §18-215. A Delaware series LLC can establish separate series, each with its own assets, liabilities, members, and purposes — all under one LLC umbrella. This is particularly useful for real estate investors managing multiple properties.
Do I need to live in Delaware to form a Delaware LLC?
No. Anyone can form a Delaware LLC regardless of residence. You need only a registered agent with a Delaware address (hundreds of registered agent companies operate in Wilmington). Members and managers can live anywhere in the world. However, if you do business in another state, you must register there as a foreign LLC.
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LLC Operating Agreement by State
Laws vary significantly by state. Find the right form for your location.
Disclaimer: LegalLawDocs.com provides self-help legal documents for informational purposes only. The documents and information on this site do not constitute legal advice and are not a substitute for consultation with a licensed attorney. Laws vary by state and change frequently — review your document with a qualified professional before relying on it.