Is an operating agreement required for Delaware LLCs?

Yes. Delaware requires every LLC to have an LLC agreement, which may be written, oral or implied. A written one is the only version you can show a bank or a court. Without a written agreement, the Act's default rules apply, for example allocating profits and losses by the agreed value of each member's contributions, which may not match your intentions. An operating agreement overrides these unfavorable defaults and documents critical decisions like management structure, capital calls, and buy-sell provisions. The LLC agreement is never filed with the Division of Corporations. Keep it with your LLC records. Review your agreement annually with a Delaware business attorney to ensure it reflects current member intentions.

Can I write my own Delaware LLC operating agreement?

Yes, you can draft your own Delaware LLC operating agreement without legal assistance. Delaware law doesn't require you to file your operating agreement with the Delaware Division of Corporations. It's an internal document only your LLC members need. However, this freedom comes with significant risk: poorly drafted agreements often lack critical provisions for member disputes, profit distribution, voting rights, and dissolution procedures, which can lead to costly litigation. If your LLC has multiple members or complex ownership structures, ambiguous language in your agreement could result in disputes costing thousands in legal fees to resolve. The practical implication is that while self-drafting saves upfront costs, it frequently costs far more when conflicts arise. Delaware courts strictly interpret operating agreements as written, leaving no room for "what we intended." Your next step is using a state-specific template that addresses Delaware's LLC Act requirements or consulting a Delaware business attorney to review your draft before execution. An investment that typically prevents exponentially larger expenses later.

Does a Delaware LLC operating agreement need to be notarized?

No, Delaware doesn't require LLC operating agreements to be notarized under Delaware's LLC Act. Delaware does not require the agreement to be signed or notarized, and members are bound by it whether or not they sign it. However, notarization is strongly recommended for practical reasons: it creates a presumption of signature authenticity that can protect you if a member later disputes whether they actually signed the document or claims their signature was forged. Additionally, if your LLC needs to open a business bank account or secure financing, many banks and lenders request a notarized operating agreement as proof of the document's legitimacy. The Delaware Division of Corporations doesn't maintain copies of operating agreements, so notarization creates an official record through a Delaware notary public. To move forward, have all members sign the agreement, then take it to any Delaware notary public (available at most banks and UPS stores) to add this protective layer.

What happens if my Delaware LLC doesn't have an operating agreement?

Without an operating agreement, members have no written terms to settle a disagreement. Where the members have no agreement on a point, the default rules in Delaware's LLC law can apply instead. Read the guidance for LLCs on the website of the state agency that registers them in Delaware before you draft the agreement.

Can I amend my Delaware LLC operating agreement after it's created?

Yes. An operating agreement can be changed by following the amendment procedure it sets out, such as a vote or the written consent of the members it names. If the agreement says nothing about amendments, the default rules in Delaware's LLC law can apply, so check them, or ask a Delaware business attorney, before you change a term. Put each amendment in writing, have the members sign it, and keep it with the agreement. To amend the LLC's Certificate of Formation on file with the state, Delaware uses a separate filing, the Certificate of Amendment.

Delaware LLC Operating Agreement: What to Include

What to put in an operating agreement for your Delaware LLC, and how single-member and multi-member agreements differ.

By Edmond Hui · Last updated: October 2026

Delaware law requires an LLC to have an operating agreement. Here is what to include. See exactly what to include below.

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Key sections of a Delaware LLC operating agreement, listing the 7 provisions the document should cover. — What a Delaware operating agreement should contain, section by section. Source: Delaware Division of Corporations.

Watch: Delaware LLC Operating Agreement: What to Include (2026)

State Requirements

Required By Law	Yes. The agreement may be written, oral or implied.
Must Be Filed	no
Special Rules	Where the agreement is silent, the default rules in Delaware's LLC law can apply.

What to Include in Your Operating Agreement

Ownership & membership

Define each member's ownership percentage, capital contributions, and membership interests. This section establishes who owns what portion of the LLC and prevents future disputes.

Management structure

Specify whether your LLC is member-managed or manager-managed, and outline decision-making authority. Clear management structure prevents confusion about who can make binding decisions.

Voting rights

Establish voting procedures for major decisions, including what constitutes a quorum and required vote thresholds. This ensures smooth decision-making and protects minority interests.

Profit/loss allocation

Detail how profits and losses will be distributed among members, including timing and methods of distribution. This section directly impacts each member's tax obligations and returns.

Member duties

Outline each member's responsibilities, fiduciary duties, and any restrictions on competing businesses. Clear duties prevent conflicts and ensure everyone understands their obligations.

Dissolution process

Establish procedures for dissolving the LLC, including triggering events, asset distribution, and winding up operations. This protects members' interests if the business ends.

Amendment procedures

Define how the operating agreement can be modified, including required votes and documentation. This ensures the agreement can evolve with your business while maintaining member protections.

Read this guide for another state:

Frequently Asked Questions

: Yes. Delaware requires every LLC to have an LLC agreement, which may be written, oral or implied. A written one is the only version you can show a bank or a court. Without a written agreement, the Act's default rules apply, for example allocating profits and losses by the agreed value of each member's contributions, which may not match your intentions. An operating agreement overrides these unfavorable defaults and documents critical decisions like management structure, capital calls, and buy-sell provisions. The LLC agreement is never filed with the Division of Corporations. Keep it with your LLC records. Review your agreement annually with a Delaware business attorney to ensure it reflects current member intentions.
: Yes, you can draft your own Delaware LLC operating agreement without legal assistance. Delaware law doesn't require you to file your operating agreement with the Delaware Division of Corporations. It's an internal document only your LLC members need. However, this freedom comes with significant risk: poorly drafted agreements often lack critical provisions for member disputes, profit distribution, voting rights, and dissolution procedures, which can lead to costly litigation. If your LLC has multiple members or complex ownership structures, ambiguous language in your agreement could result in disputes costing thousands in legal fees to resolve. The practical implication is that while self-drafting saves upfront costs, it frequently costs far more when conflicts arise. Delaware courts strictly interpret operating agreements as written, leaving no room for "what we intended." Your next step is using a state-specific template that addresses Delaware's LLC Act requirements or consulting a Delaware business attorney to review your draft before execution. An investment that typically prevents exponentially larger expenses later.
: No, Delaware doesn't require LLC operating agreements to be notarized under Delaware's LLC Act. Delaware does not require the agreement to be signed or notarized, and members are bound by it whether or not they sign it. However, notarization is strongly recommended for practical reasons: it creates a presumption of signature authenticity that can protect you if a member later disputes whether they actually signed the document or claims their signature was forged. Additionally, if your LLC needs to open a business bank account or secure financing, many banks and lenders request a notarized operating agreement as proof of the document's legitimacy. The Delaware Division of Corporations doesn't maintain copies of operating agreements, so notarization creates an official record through a Delaware notary public. To move forward, have all members sign the agreement, then take it to any Delaware notary public (available at most banks and UPS stores) to add this protective layer.
: Without an operating agreement, members have no written terms to settle a disagreement. Where the members have no agreement on a point, the default rules in Delaware's LLC law can apply instead. Read the guidance for LLCs on the website of the state agency that registers them in Delaware before you draft the agreement.
: Yes. An operating agreement can be changed by following the amendment procedure it sets out, such as a vote or the written consent of the members it names. If the agreement says nothing about amendments, the default rules in Delaware's LLC law can apply, so check them, or ask a Delaware business attorney, before you change a term. Put each amendment in writing, have the members sign it, and keep it with the agreement. To amend the LLC's Certificate of Formation on file with the state, Delaware uses a separate filing, the Certificate of Amendment.

Sources

5 documents

Each entry below is a document recorded in our verified Delaware sources, and each entry says what the document is. Some statutory text is read from an accurate mirror rather than from the state's own host, and those say so. Where we hold the citation but no stable public link, the citation is printed on its own rather than pointed at a guessed address.

Delaware statute: 6 Del. C. §§ 18-101(9) and 18-201(d) (LLC agreement)
Delaware statute: § 18-503 (profit and loss allocation)
Delaware statute: Delaware Code Title 6, Chapter 18 (LLC Act)
Delaware statute: § 18-101(9) (LLC agreement)
corp.delaware.govDelaware Division of Corporations: business entity filings

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Edmond Hui · Founder, MyStateLLC

Edmond Hui is a software engineer and serial entrepreneur based in New York who has founded multiple online businesses across e-commerce, media, and information publishing. Before transitioning into tech, he spent years as a commercial real estate professional closing deals totaling over 100,000 square feet, giving him firsthand experience with business formation and entity structuring. He built MyStateLLC to provide the free, state-specific LLC guidance he wished existed when forming his own companies.

How we check facts

State Requirements

What to Include in Your Operating Agreement

Ownership & membership

Management structure

Voting rights

Profit/loss allocation

Member duties

Dissolution process

Amendment procedures

Frequently Asked Questions

Sources

More for Delaware LLCs

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Taxes, money and growth

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