Delaware explicitly requires operating agreements under 6 Del. Code § 18-101(7). What must be included and why it matters.
By Shafwan Ahmed, Anonymousllc.co
Unlike most states where operating agreements are recommended but not legally required, Delaware explicitly requires LLC operating agreements under 6 Del. Code § 18-101(7). The statute defines the operating agreement as any agreement (written, oral, or implied) of the members governing the LLC\'s affairs. While courts have acknowledged implied agreements, having a written OA is essential for enforceability.
Delaware\'s LLC Act is built on the principle of freedom of contract. The operating agreement can override most default statutory provisions. This flexibility is a double-edged sword: it means you can customize the LLC\'s governance precisely to your needs, but it also means a poorly drafted OA can create unintended consequences. Anonymousllc.co drafts operating agreements that leverage Delaware\'s flexibility while including standard protective provisions.
Delaware OAs should include: management structure (member-managed or manager-managed), capital contribution obligations, profit/loss allocation, distribution rules, transfer restrictions on membership interests, dissolution and winding up, indemnification, and — critically for anonymous LLCs — member privacy provisions confirming that member identity is confidential and not disclosed on state filings.
If you plan to raise VC, your initial OA should anticipate the conversion to a C-Corp. Include provisions for: conversion mechanics, how existing membership interests translate to equity, consent requirements for conversion, and any anti-dilution protections. This avoids renegotiation when the term sheet arrives.
WhatsApp the founder for a personalized recommendation.
WhatsApp the founder