Operating Agreement
(DE Series LLC)

Summary

This operating agreement template is for a manager-managed Delaware series limited liability company (LLC) with multiple members. The detailed clauses regarding capital contributions, management, and distributions may be especially important when there are multiple members. This template includes practical guidance, drafting notes, and alternate and optional clauses. Counsel should consult with the LLC's accounting service providers to ensure the tax provisions are appropriate for the LLC. This template has been updated as needed to reflect the revised Internal Revenue Code provisions governing IRS tax audits of partnerships and other entities taxed as partnerships; these rules were passed in the Bipartisan Budget Act of 2015 and took effect on January 1, 2018. For further information, see Partnership Tax Audit Rules. See also Partnership and Other Pass-Through Entities Taxation and Partnership Tax Audit Clauses (Bipartisan Budget Act of 2015). 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 discussion of limited liability companies in Delaware and the statutory framework governing their formation and operation, see Formation Checklist (DE LLC), Limited Liability Company Resource Kit (DE), and for information on filing requirements generally, see Operating Agreement and Initial Filing Requirements State Law Survey (LLC).