Operating Agreement (Delaware) (Manager – Managed)
About This Document
This Operating Agreement outlines the internal structure and governance of a Manager-Managed Limited Liability Company (LLC) formed under Delaware law.
It separates day-to-day operational authority (given to a Manager or Managers) from ownership rights held by Members, offering flexibility and strong liability protections.
Who Should Use This Template
Founders forming a Delaware LLC where a Manager — not all Members — oversees operations
Startups that intend to raise investment but limit Member involvement in daily management
Businesses that prefer professional management for operational efficiency
Companies planning for multiple classes of ownership units or future equity raises
What the Template Includes
LLC formation details, including purpose, name, and registered agent information
Clear designation of Manager authority and Member voting rights on major decisions
Capital contributions, allocation of profits and losses, and distribution provisions
Definitions and handling of Units, Percentage Interests, and future equity issuances
Restrictions and conditions for transfer of membership interests
Procedures for dissolution and liquidation
Detailed tax and accounting provisions and manager indemnification
Confidentiality, non-competition (optional), and intellectual property ownership clauses
Editable Word format for easy adaptation
Instructions for Completing the Template
Fill in the Company name, Effective Date, and Member details.
Name the Registered Agent and address for service in Delaware.
Specify the initial Manager(s) and their powers.
List all initial Members, their capital contributions, number of Units, and Percentage Interests in Exhibit A.
Review and modify the restrictions on transfers section based on your Member agreement.
Adjust distribution schedules if your company plans on distributing profits differently than pro rata ownership.
Finalize by having all Members sign the agreement to make it enforceable.
Important Reminder
This document is provided as a template to assist with standard Delaware LLC organizational needs.
It does not constitute legal advice. You should consult a qualified attorney to customize the Operating Agreement to fit your company's specific management structure, equity plans, and legal risk considerations.
About This Document
This Operating Agreement outlines the internal structure and governance of a Manager-Managed Limited Liability Company (LLC) formed under Delaware law.
It separates day-to-day operational authority (given to a Manager or Managers) from ownership rights held by Members, offering flexibility and strong liability protections.
Who Should Use This Template
Founders forming a Delaware LLC where a Manager — not all Members — oversees operations
Startups that intend to raise investment but limit Member involvement in daily management
Businesses that prefer professional management for operational efficiency
Companies planning for multiple classes of ownership units or future equity raises
What the Template Includes
LLC formation details, including purpose, name, and registered agent information
Clear designation of Manager authority and Member voting rights on major decisions
Capital contributions, allocation of profits and losses, and distribution provisions
Definitions and handling of Units, Percentage Interests, and future equity issuances
Restrictions and conditions for transfer of membership interests
Procedures for dissolution and liquidation
Detailed tax and accounting provisions and manager indemnification
Confidentiality, non-competition (optional), and intellectual property ownership clauses
Editable Word format for easy adaptation
Instructions for Completing the Template
Fill in the Company name, Effective Date, and Member details.
Name the Registered Agent and address for service in Delaware.
Specify the initial Manager(s) and their powers.
List all initial Members, their capital contributions, number of Units, and Percentage Interests in Exhibit A.
Review and modify the restrictions on transfers section based on your Member agreement.
Adjust distribution schedules if your company plans on distributing profits differently than pro rata ownership.
Finalize by having all Members sign the agreement to make it enforceable.
Important Reminder
This document is provided as a template to assist with standard Delaware LLC organizational needs.
It does not constitute legal advice. You should consult a qualified attorney to customize the Operating Agreement to fit your company's specific management structure, equity plans, and legal risk considerations.
About This Document
This Operating Agreement outlines the internal structure and governance of a Manager-Managed Limited Liability Company (LLC) formed under Delaware law.
It separates day-to-day operational authority (given to a Manager or Managers) from ownership rights held by Members, offering flexibility and strong liability protections.
Who Should Use This Template
Founders forming a Delaware LLC where a Manager — not all Members — oversees operations
Startups that intend to raise investment but limit Member involvement in daily management
Businesses that prefer professional management for operational efficiency
Companies planning for multiple classes of ownership units or future equity raises
What the Template Includes
LLC formation details, including purpose, name, and registered agent information
Clear designation of Manager authority and Member voting rights on major decisions
Capital contributions, allocation of profits and losses, and distribution provisions
Definitions and handling of Units, Percentage Interests, and future equity issuances
Restrictions and conditions for transfer of membership interests
Procedures for dissolution and liquidation
Detailed tax and accounting provisions and manager indemnification
Confidentiality, non-competition (optional), and intellectual property ownership clauses
Editable Word format for easy adaptation
Instructions for Completing the Template
Fill in the Company name, Effective Date, and Member details.
Name the Registered Agent and address for service in Delaware.
Specify the initial Manager(s) and their powers.
List all initial Members, their capital contributions, number of Units, and Percentage Interests in Exhibit A.
Review and modify the restrictions on transfers section based on your Member agreement.
Adjust distribution schedules if your company plans on distributing profits differently than pro rata ownership.
Finalize by having all Members sign the agreement to make it enforceable.
Important Reminder
This document is provided as a template to assist with standard Delaware LLC organizational needs.
It does not constitute legal advice. You should consult a qualified attorney to customize the Operating Agreement to fit your company's specific management structure, equity plans, and legal risk considerations.
