Delaware single-member LLC operating agreement draft template

DELAWARE SINGLE-MEMBER LLC OPERATING AGREEMENT DRAFT

Demand Signatures is not a law firm and does not provide legal advice. This template is general information and may not fit your situation. Consult an attorney about your document and applicable requirements.

IMPORTANT NOTICES

Demand Signatures is not a law firm and does not provide legal advice. This template is general information and may not fit your situation. Consult an attorney about your document and applicable requirements.

Delaware only. Draft for attorney review for an already formed, ordinary, member-managed LLC with one member; excludes series, professional, regulated and multi-member entities. This does not form an LLC or make tax elections. Sending for e-signature is disabled pending scope and legal review.

ADOPTION AND COMPANY

[Sole member legal name], of [Member address], adopts this agreement on [Agreement adoption date] for [Exact formed LLC name], a Delaware LLC whose certificate became effective [Certificate of formation effective date]. Principal office and records: [Principal office and records location]. Registered agent and office: [Registered agent name and Delaware registered office]. Purpose: [Lawful business purpose]. The company continues until lawfully dissolved.

MEMBER AND CAPITAL

The sole member holds the entire membership interest. Initial contribution: [Initial contribution description and agreed value]. Additional contributions, loans and distributions must be separately recorded; no additional contribution is required by this agreement. Company funds and property must be maintained separately from the member's personal funds and property.

MANAGEMENT

The sole member manages the company and may bind it in ordinary business, open company accounts and appoint agents by written authorization defining their powers. No outside manager is appointed by this draft. Material decisions and delegated authority must be kept in company records. This agreement does not waive duties or protections that cannot lawfully be waived.

RECORDS AND TAXES

Maintain the formation certificate, this agreement, ownership and contribution records, material consents, accounting and tax records at the stated records location. The member will arrange required returns and records with appropriate advisers. No tax classification, election or tax result is promised or elected by this agreement.

DISTRIBUTIONS AND OBLIGATIONS

Distributions may be authorized in a written member decision only after providing for company obligations and subject to applicable statutory limits. Company obligations remain company obligations except where law or a separate valid undertaking provides otherwise. This document does not create a personal guarantee or guarantee a liability shield.

CHANGES IN OWNERSHIP AND CONTINUITY

Any transfer or admission of another member requires a written instrument and a revised agreement addressing the new ownership structure. This draft does not designate an estate successor or override succession law. On death, incapacity or loss of the sole member, an authorized representative must obtain advice promptly on lawful continuation or winding up; this form supplies no automatic replacement-member mechanism.

DISSOLUTION AND AMENDMENT

The member may authorize dissolution in writing, subject to applicable law and creditor rights. The authorized person will wind up affairs, satisfy or provide for obligations, distribute remaining assets lawfully and arrange required cancellation filings. Amendments require a written member decision. Delaware law governs. Mandatory law controls over inconsistent terms. Retain the adopted agreement with company records; it is distinct from the formation filing.

SIGNATURES

Sole member, or authorized representative: ____________________

Signature: ____________________ Date: ____________________