Operating Agreement
(Single Member, Member-Managed) (DE LLC)

Summary

This template operating agreement is for use by a Delaware limited liability company (LLC) that is member-managed with a single member and formed pursuant to the Delaware Limited Liability Act (the Act). This template includes practical guidance, drafting notes, and an optional clause. Under the Act, a member or members of a Delaware LLC are permitted to enter into an operating agreement regulating the affairs of the LLC and the conduct of its business. The single member in this operating agreement manages the LLC's affairs without a separate manager or set of managers. Because the LLC has only one member, issues relating to voting, a tax matters member/partnership representative, and transfers are less prominent in this operating agreement than they would be in an operating agreement for a multiple-member entity. If an additional member or members are admitted, an amended and restated operating agreement should be prepared that addresses the issues that arise in a multiple-member LLC, including management issues. For a full listing of key content covering Delaware Limited Liability Company formation, organization, maintenance, ownership, management, and dissolution, see Limited Liability Company Resource Kit (DE). For a detailed checklist presenting key issues for consideration when drafting an operating agreement for a Delaware LLC, see Operating Agreement Checklist (Member-Managed) (DE LLC). For more general information relating to LLCs under the laws of Delaware, see Formation and Qualification (DE LLC), Limited Liability Company Formation Process Map (DE), and Management and Indemnification (DE LLC). See also, Current Legal Forms with Tax Analysis § 18A.04, Current Legal Forms with Tax Analysis § 18A.08, and Current Legal Forms with Tax Analysis § 18A.24. To compare state laws on Operating Agreements, see the following topics in the Business Entities State Law Comparison Tool : Limited Liability Company: Formation and Qualification and Limited Liability Company: Management and Indemnification.