Delaware LLC Operating Agreement
Set out who owns your Delaware LLC, who manages it, and how profits are split — and download a print-ready PDF. Single-member or multi-member. Free, no signup. The preview updates as you type.
Maintained by Rapi Stack · Every state-specific figure on this page is cited to its statute or official agency page · Dataset last verified 2026 · Not legal advice.
Delaware LLC act rules · as of 2026
- Required by law?
- No — but strongly recommended
- Recognized form
- 'any agreement (whether referred to as a limited liability company agreement, operating agreement or otherwise), written, oral or implied'
- Governing act
- Delaware Limited Liability Company Act
Without an agreement: Absent an LLC-agreement provision, profits/losses are allocated and distributions made 'on the basis of the agreed value (as stated in the records of the limited liability company) of the contributions made by each member' to the extent received and not returned (6 Del. C. §§ 18-503, 18-504). Source: 6 Del. C. § 18-101(9) · verify ↗.
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Why your Delaware LLC needs this — even single-member
- It overrides the default rules. Without an agreement, the Delaware Limited Liability Company Act decides how profits are split and who can act for the company — not you.
- It protects limited liability. A written agreement is core evidence that the LLC is a real, separate entity.
- Banks and lenders ask for it. Opening a business account or getting a loan routinely requires it.
Delaware law
No — Delaware does not require an operating agreement (as of 2026): Not required to be adopted or signed; § 18-101(9) states 'A limited liability company... is not required to execute its limited liability company agreement,' and Delaware courts may treat informal member understandings as an implied LLC agreement. Statutory defaults govern in its absence.. But without one, the default rules of the Delaware Limited Liability Company Act decide ownership, management, and profit questions for you — which is why one is strongly recommended even for single-member LLCs. Source: 6 Del. C. § 18-101(9). Check the current Delaware LLC rules before relying on any default.
Frequently asked questions
Is an operating agreement required in Delaware?
No — Delaware does not require an operating agreement (as of 2026): Not required to be adopted or signed; § 18-101(9) states 'A limited liability company... is not required to execute its limited liability company agreement,' and Delaware courts may treat informal member understandings as an implied LLC agreement. Statutory defaults govern in its absence.. But without one, the default rules of the Delaware Limited Liability Company Act decide ownership, management, and profit questions for you — which is why one is strongly recommended even for single-member LLCs. Source: 6 Del. C. § 18-101(9).
Does the operating agreement get filed with the state?
No. Unlike the formation certificate (articles of organization), the operating agreement is an internal document — you sign it, keep it with your records, and give each member a copy. Banks, lenders, and courts may ask to see it, but no Delaware agency records it.
Can the agreement be oral in Delaware?
Delaware's statute recognizes: 'any agreement (whether referred to as a limited liability company agreement, operating agreement or otherwise), written, oral or implied' (6 Del. C. § 18-101(9)). Even where oral or implied agreements count, put yours in writing — proving an oral term in a dispute between members is exactly the fight the document exists to prevent.
How does Delaware compare? See which states actually require an operating agreement, every claim cited to the state LLC act.
How Delaware compares
Computed from our 51-jurisdiction dataset (as of 2026). Source for Delaware: 6 Del. C. § 18-101(9) ↗.
- Delaware is one of 47 of 51 jurisdictions that leave the operating agreement optional (statutory default rules apply without one) (4 require an LLC to have an operating agreement).
The rest of what Delaware requires
The figures below are Delaware's, not national averages — each one is the value we verified for this state, with the statute it comes from. Follow a row to the full Delaware page for that document.
- Security deposit cap · as of 2026
- 1 month's rent (leases over 1 yr; no cap on month-to-month) 25 Del. C. §5514 ↗
- Deposit return deadline · as of 2026
- 20 days after move-out 25 Del. C. §5514 ↗
- Notice to end a month-to-month tenancy · as of 2026
- 60 days 25 Del. C. §5514 ↗
- Notice for unpaid rent · as of 2026
- 5 days to pay or quit 25 Del. C. § 5502; § 5513; § 5106/§ 5107 ↗
- Notice to cure a lease violation · as of 2026
- 7 days 25 Del. C. § 5502; § 5513; § 5106/§ 5107 ↗
- Small claims limit · as of 2026
- $25,000 10 Del. C. §9301 ↗
- Where you file · as of 2026
- Justice of the Peace Court (civil docket) · filing fee $35 (claims up to $5,000) / $70 ($5,001-$15,000) / $95 ($15,001-$25,000) per the JP Court fee schedule 10 Del. C. §9301 ↗
- Rental application fee · as of July 2026
- Capped at greater of 10% of monthly rent or $50 Delaware Code ↗
- Bill of sale notarization · as of 2026
- Not required Delaware DMV ↗
- Power of attorney signing · as of 2026
- Notarization required · 1 witness 12 Del. C. §49A-105 (form §49A-301) ↗
- Recording a deed · as of 2026
- Recorder of Deeds (one per county: New Castle, Kent, Sussex) · no witnesses 25 Del. C. §§ 121–122 ↗
LLC operating agreement in other states
More Delaware legal forms
Different state? See LLC operating agreements by state →