DE · LLC-OP-AGMT · Updated July 2026 · Free
Delaware LLC Operating Agreement
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Delaware at a glance: Governing Law: 6 Del. C. § 18-101 · Fiduciary Duty Waivers: Permitted (except good faith) · Written Requirement: Recommended (oral allowed)
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Overview
LLC Operating Agreements in Delaware
Delaware is the premier state for LLC formation due to its business-friendly laws and Court of Chancery. Governed by the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et seq.), the state offers unparalleled contractual flexibility.
Delaware explicitly allows members to modify or eliminate fiduciary duties (such as the duty of loyalty and care) within the operating agreement, except for the implied contractual covenant of good faith and fair dealing.
Key Facts
Delaware LLC Operating Agreement — Quick Reference
| Requirement | Delaware Rule |
|---|---|
| Governing Law | 6 Del. C. § 18-101 |
| Fiduciary Duty Waivers | Permitted (except good faith) |
| Written Requirement | Recommended (oral allowed) |
| Filing Fee | $90 (Articles of Organization) |
Legal Requirements
Delaware Legal Requirements
- Operating agreement is an internal contract; not filed with the Division of Corporations.
- Can be oral, written, or implied by conduct.
- May waive member/manager personal liability for damages for breach of contract.
Governing Laws
Delaware Governing Laws
6 Del. C. § 18-101
Delaware LLC Act Definitions
Defines the legal nature and flexibility of Delaware operating agreements.
6 Del. C. § 18-1101
Construction of Act
Establishes the policy of giving maximum effect to the freedom of contract and enforceability of LLC agreements.
Read the full text of these laws at Cornell Law School's Delaware legal resources or your state legislature's official website.
Questions & Answers
Delaware LLC Operating Agreement — Frequently Asked Questions
Can we completely eliminate fiduciary duties in Delaware?
Yes, Delaware law allows the operating agreement to limit or eliminate fiduciary duties, provided the implied covenant of good faith and fair dealing is maintained.
Is a written agreement mandatory in Delaware?
No, Delaware recognizes oral and implied operating agreements, but a written document is strongly advised to prevent legal disputes.