The Delaware Operating Agreement form is a crucial document for Limited Liability Companies (LLCs) operating in Delaware. It outlines the management structure, operational procedures, and ownership stakes of the members involved. Having a well-drafted Operating Agreement not only helps prevent disputes but also ensures compliance with state laws.
The Delaware Operating Agreement form is a crucial document for anyone looking to establish a limited liability company (LLC) in Delaware. This form outlines the internal workings of the LLC, detailing the rights and responsibilities of its members. It covers key aspects such as management structure, profit distribution, and member voting rights. Additionally, the agreement addresses how decisions are made and how disputes are resolved among members. By providing clarity on these matters, the Operating Agreement helps prevent misunderstandings and conflicts down the line. It is important to customize this form to fit the specific needs of the LLC and its members, ensuring that all parties are on the same page from the outset. This foundational document serves not only as a guide for daily operations but also as a legal safeguard for the members involved.
Delaware Limited Liability Company Operating Agreement
This Operating Agreement (the "Agreement") is entered into effective as of _________ [Insert date], by and among the Members listed in Exhibit A attached hereto, for the establishment of a limited liability company (the "Company") under the Delaware Limited Liability Company Act (the "Act").
1. Formation
The Company hereby established is ______________ [Insert name of LLC], under the laws of the State of Delaware. The Company's existence shall commence upon the filing of the Certificate of Formation with the Secretary of State of Delaware and shall continue until dissolved according to this Agreement or as per the Act.
2. Name and Principal Place of Business
The name of the Company shall be ________________ [Insert name of LLC], and its principal place of business shall be ________________ [Insert principal place of business], or such other place as the Members may from time to time designate.
3. Purpose
The purpose of the Company is to engage in any lawful act or activity for which a limited liability company may be organized under the Act.
4. Duration
The Company shall have perpetual existence unless dissolved in accordance with this Agreement or by applicable laws.
5. Membership
Membership in the Company shall consist of the persons listed in Exhibit A, each of whom has executed this Agreement. Their respective ownership interests in the Company are also listed in Exhibit A.
6. Capital Contributions
Each Member agrees to contribute to the Company capital as described in Exhibit B attached hereto. Additional contributions shall be determined by the Members in accordance with the operational needs of the Company.
7. Allocation of Profits and Losses; Distributions
Profits and losses shall be allocated to the Members in proportion to their respective ownership interests in the Company, as listed in Exhibit A. Distributions of cash or other assets shall be made to the Members as decided by a majority in interest of Members, subject to the Company’s operational requirements and applicable laws.
8. Management
The Company shall be managed by its Members. Each Member shall have authority and control over the Company affairs in proportion to their respective ownership interests, subject to agreements made by the Members in writing.
9. Transfer of Membership Interest
No Member may transfer their interest in the Company without the written consent of the other Members, which shall not be unreasonably withheld. Any attempted transfer without such consent shall be void.
10. Dissolution
The Company may be dissolved upon the agreement of Members holding more than fifty percent (50%) of the ownership interests. Upon dissolution, the Company’s affairs shall be wound up, and its assets distributed in accordance with the Act.
11. Amendments
This Agreement may be amended only by a written agreement signed by all Members.
12. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.
13. Entire Agreement
This Agreement, together with its exhibits, constitutes the entire agreement among the Members relating to the Company and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written.
IN WITNESS WHEREOF, the undersigned have executed this Operating Agreement as of the date first above written.
Exhibit A: List of Members and Ownership Interests
Exhibit B: Initial Capital Contributions
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