Delaware LLC Operating Agreement PDF
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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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.
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) |
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.
Delaware Governing Laws
Read the full text of these laws at Cornell Law School's Delaware legal resources or your state legislature's official website.