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Knowledge Center

Free Delaware LLC Operating Agreement

1Get Started

2Place of Business

3Professional Services

4Company Purpose

5Company Details

6Member Class

7Member Details

8Capital Contributions

9Additional Contributions

10New Members

11Withdrawal of a Member

12Member Meetings

13Business Management

14Manager Details

15Manager Duties and Responsibilities

16Unanimous Consent

17Majority Consent

18Binding the Company in Contract

19Duty of Loyalty

20Accounting

21Tax Elections

22Partnership Representative

23Representative Accountability

24Profit Allocation

25Profit and Loss Allocation

26Annual Report

27Dissolution of the Company

28Additional Clauses

29Signing Details

LLC OPERATING AGREEMENT
In which industry will your LLC operate?
- Construction and repair
- Real estate
- Retail
- Transportation and logistics
- Entertainment and recreation
- Food and accommodation
- Health and wellness
- Finance and insurance
- Farming and agriculture
- Other

Place of Business
Where is the LLC registered?
Different states have different rules and regulations. Your
Separation Agreement will be customized for .

Professional Services
Does your LLC provide professional services?
- Yes
- No
What professional service does your company offer?

e.g. The purpose of the Company is to provide accounting services.

Company Purpose
When would you like to add the company's purpose?
- After printing or downloading
- Add it now
What is the company's primary business purpose?

e.g. The purpose of the Company is to provide construction services for residential and commercial projects.

Company Details
What is the company's name?

e.g. Hideaway Hospitality LLC
When would you like to add the company's address?
- After printing or downloading
- Add it now
Where is the principal office located?

e.g. Street, City, State ZIP Code

Member Class
Does the LLC have more than one class of members?
- Yes
- No
First Member Class

e.g. Class A
What duties and rights do members in this class have?

e.g. Members in Class A have full voting rights on all major company decisions.
Hidden
Add another class 1
- + Add another class
Second Member Class

e.g. Class B
What duties and rights do members in this class have?

e.g. Members in Class B have limited voting rights and can only vote on the election of officers and budget approvals.
Add another class 2
- Add another class
Third Member Class

e.g. Class C
What duties and rights do members in this class have?

e.g. Members in Class C are responsible for overseeing day-to-day operations and making strategic business decisions.
Add another class 3
- Add another class
Fourth Member Class

e.g. Class D
What duties and rights do members in this class have?

e.g. Members in Class D are entitled to 30% of the company's profits, distributed in proportion to their capital contributions.
Add another class 4
- Add another class
Fifth Member Class

e.g. Class E
What duties and rights do members in this class have?

e.g. Members in Class E receive 40% of the company's profits, distributed equally among all Class E members.
Add another class 5
- Add another class
Sixth Member Class

e.g. Class F
What duties and rights do members in this class have?

e.g. Members in Class F have limited management responsibilities but may provide input on matters affecting the LLC's business direction.

Member Details
Who are the members?
First Member
Type of member:
- Individual
- Partnership, Trust or LLC
- Corporation
Name

e.g. Jamie Taylor Li
Name

e.g. ABC Group LLC
Name

e.g. XYZ Corp.
Address

e.g. Street, City, State ZIP Code
This member belongs to:
This member belongs to: class #1
- Class #1
This member belongs to: class #2
- Class #2
This member belongs to: class #3
- Class #3
This member belongs to: class #4
- Class #4
This member belongs to: class #5
- Class #5
This member belongs to: class #6
- Class #6
Add another member +1
- Add another member
Hidden
Section Break
Second Member
Type of member:
- Individual
- Partnership, Trust or LLC
- Corporation
Name

e.g. Jamie Taylor Li
Name

e.g. ABC Group LLC
Name

e.g. XYZ Corp.
Address

e.g. Street, City, State ZIP Code
This member belongs to:
This member belongs to: class #1
- Class #1
This member belongs to: class #2
- Class #2
This member belongs to: class #3
- Class #3
This member belongs to: class #4
- Class #4
This member belongs to: class #5
- Class #5
This member belongs to: class #6
- Class #6
Add another member +2
- Add another member
Hidden
Section Break
Third Member
Type of member:
- Individual
- Partnership, Trust or LLC
- Corporation
Name

e.g. Jamie Taylor Li
Name

e.g. ABC Group LLC
Name

e.g. XYZ Corp.
Address

e.g. Street, City, State ZIP Code
This member belongs to:
This member belongs to: class #1
- Class #1
This member belongs to: class #2
- Class #2
This member belongs to: class #3
- Class #3
This member belongs to: class #4
- Class #4
This member belongs to: class #5
- Class #5
This member belongs to: class #6
- Class #6
Add another member +3
- Add another member
Hidden
Section Break
Fourth Member
Type of member:
- Individual
- Partnership, Trust or LLC
- Corporation
Name

e.g. Jamie Taylor Li
Name

e.g. ABC Group LLC
Name

e.g. XYZ Corp.
Address

e.g. Street, City, State ZIP Code
This member belongs to:
This member belongs to: class #1
- Class #1
This member belongs to: class #2
- Class #2
This member belongs to: class #3
- Class #3
This member belongs to: class #4
- Class #4
This member belongs to: class #5
- Class #5
This member belongs to: class #6
- Class #6
Add another member +4
- Add another member
Hidden
Section Break
Fifth Member
Type of member:
- Individual
- Partnership, Trust or LLC
- Corporation
Name

e.g. Jamie Taylor Li
Name

e.g. ABC Group LLC
Name

e.g. XYZ Corp.
Address

e.g. Street, City, State ZIP Code
This member belongs to:
This member belongs to: class #1
- Class #1
This member belongs to: class #2
- Class #2
This member belongs to: class #3
- Class #3
This member belongs to: class #4
- Class #4
This member belongs to: class #5
- Class #5
This member belongs to: class #6
- Class #6
Add another member +5
- Add another member
Hidden
Section Break
Sixth Member
Type of member:
- Individual
- Partnership, Trust or LLC
- Corporation
Name

e.g. Jamie Taylor Li
Name

e.g. ABC Group LLC
Name

e.g. XYZ Corp.
Address

e.g. Street, City, State ZIP Code
This member belongs to:
This member belongs to: class #1
- Class #1
This member belongs to: class #2
- Class #2
This member belongs to: class #3
- Class #3
This member belongs to: class #4
- Class #4
This member belongs to: class #5
- Class #5
This member belongs to: class #6
- Class #6
Add another member +6
- Add another member
Hidden
Section Break
Seventh Member
Type of member:
- Individual
- Partnership, Trust or LLC
- Corporation
Name

e.g. Jamie Taylor Li
Name

e.g. ABC Group LLC
Name

e.g. XYZ Corp.
Address

e.g. Street, City, State ZIP Code
This member belongs to:
This member belongs to: class #1
- Class #1
This member belongs to: class #2
- Class #2
This member belongs to: class #3
- Class #3
This member belongs to: class #4
- Class #4
This member belongs to: class #5
- Class #5
This member belongs to: class #6
- Class #6
Add another member +7
- Add another member
Hidden
Section Break
Eighth Member
Type of member:
- Individual
- Partnership, Trust or LLC
- Corporation
Name

e.g. Jamie Taylor Li
Name

e.g. ABC Group LLC
Name

e.g. XYZ Corp.
Address

e.g. Street, City, State ZIP Code
This member belongs to:
This member belongs to: class #1
- Class #1
This member belongs to: class #2
- Class #2
This member belongs to: class #3
- Class #3
This member belongs to: class #4
- Class #4
This member belongs to: class #5
- Class #5
This member belongs to: class #6
- Class #6
Add another member +8
- Add another member
Hidden
Section Break
Ninth Member
Type of member:
- Individual
- Partnership, Trust or LLC
- Corporation
Name

e.g. Jamie Taylor Li
Name

e.g. ABC Group LLC
Name

e.g. XYZ Corp.
Address

e.g. Street, City, State ZIP Code
This member belongs to:
This member belongs to: class #1
- Class #1
This member belongs to: class #2
- Class #2
This member belongs to: class #3
- Class #3
This member belongs to: class #4
- Class #4
This member belongs to: class #5
- Class #5
This member belongs to: class #6
- Class #6
Add another member +9
- Add another member
Hidden
Section Break
Tenth Member
Type of member:
- Individual
- Partnership, Trust or LLC
- Corporation
Name

e.g. Jamie Taylor Li
Name

e.g. ABC Group LLC
Name

e.g. XYZ Corp.
Address

e.g. Street, City, State ZIP Code
This member belongs to:
This member belongs to: class #1
- Class #1
This member belongs to: class #2
- Class #2
This member belongs to: class #3
- Class #3
This member belongs to: class #4
- Class #4
This member belongs to: class #5
- Class #5
This member belongs to: class #6
- Class #6
Add another member +10
- Add another member
Hidden
Section Break
Eleventh Member
Type of member:
- Individual
- Partnership, Trust or LLC
- Corporation
Name

e.g. Jamie Taylor Li
Name

e.g. ABC Group LLC
Name

e.g. XYZ Corp.
Address

e.g. Street, City, State ZIP Code
This member belongs to:
This member belongs to: class #1
- Class #1
This member belongs to: class #2
- Class #2
This member belongs to: class #3
- Class #3
This member belongs to: class #4
- Class #4
This member belongs to: class #5
- Class #5
This member belongs to: class #6
- Class #6
Add another member +11
- Add another member
Hidden
Section Break
Twelfth Member
Type of member:
- Individual
- Partnership, Trust or LLC
- Corporation
Name

e.g. Jamie Taylor Li
Name

e.g. ABC Group LLC
Name

e.g. XYZ Corp.
Address

e.g. Street, City, State ZIP Code
This member belongs to:
This member belongs to: class #1
- Class #1
This member belongs to: class #2
- Class #2
This member belongs to: class #3
- Class #3
This member belongs to: class #4
- Class #4
This member belongs to: class #5
- Class #5
This member belongs to: class #6
- Class #6
Add another member +12
- Add another member
Hidden
Section Break
Thirteenth Member
Type of member:
- Individual
- Partnership, Trust or LLC
- Corporation
Name

e.g. Jamie Taylor Li
Name

e.g. ABC Group LLC
Name

e.g. XYZ Corp.
Address

e.g. Street, City, State ZIP Code
This member belongs to:
This member belongs to: class #1
- Class #1
This member belongs to: class #2
- Class #2
This member belongs to: class #3
- Class #3
This member belongs to: class #4
- Class #4
This member belongs to: class #5
- Class #5
This member belongs to: class #6
- Class #6
Add another member +13
- Add another member
Hidden
Section Break
Fourteenth Member
Type of member:
- Individual
- Partnership, Trust or LLC
- Corporation
Name

e.g. Jamie Taylor Li
Name

e.g. ABC Group LLC
Name

e.g. XYZ Corp.
Address

e.g. Street, City, State ZIP Code
This member belongs to:
This member belongs to: class #1
- Class #1
This member belongs to: class #2
- Class #2
This member belongs to: class #3
- Class #3
This member belongs to: class #4
- Class #4
This member belongs to: class #5
- Class #5
This member belongs to: class #6
- Class #6
Add another member +14
- Add another member
Hidden
Section Break
Fifteenth Member
Type of member:
- Individual
- Partnership, Trust or LLC
- Corporation
Name

e.g. Jamie Taylor Li
Name

e.g. ABC Group LLC
Name

e.g. XYZ Corp.
Address

e.g. Street, City, State ZIP Code
This member belongs to:
This member belongs to: class #1
- Class #1
This member belongs to: class #2
- Class #2
This member belongs to: class #3
- Class #3
This member belongs to: class #4
- Class #4
This member belongs to: class #5
- Class #5
This member belongs to: class #6
- Class #6

Capital Contributions
What is each member contributing to the company?
First Member
Describe this member's contributions:

e.g. Sweat equity, $10,000 in cash, and a free loan of personal vehicle for Company use
What is the value of this member's contributions?
e.g. $50,000
Hidden
Section Break
Second Member
Describe this member's contributions:

e.g. Sweat equity, $10,000 in cash, and a free loan of personal vehicle for Company use
What is the value of this member's contributions?
e.g. $50,000
Hidden
Section Break
Third Member
Describe this member's contributions:

e.g. Sweat equity, $10,000 in cash, and a free loan of personal vehicle for Company use
What is the value of this member's contributions?
e.g. $50,000
Hidden
Section Break
Fourth Member
Describe this member's contributions:

e.g. Sweat equity, $10,000 in cash, and a free loan of personal vehicle for Company use
What is the value of this member's contributions?
Please enter a number from 0 to 999999999.
e.g. $50,000
Hidden
Section Break
Fifth Member
Describe this member's contributions:

e.g. Sweat equity, $10,000 in cash, and a free loan of personal vehicle for Company use
What is the value of this member's contributions?
e.g. $50,000
Hidden
Section Break
Sixth Member
Describe this member's contributions:

e.g. Sweat equity, $10,000 in cash, and a free loan of personal vehicle for Company use
What is the value of this member's contributions?
e.g. $50,000
Hidden
Section Break
Seventh Member
Describe this member's contributions:

e.g. Sweat equity, $10,000 in cash, and a free loan of personal vehicle for Company use
What is the value of this member's contributions?
e.g. $50,000
Hidden
Section Break
Eighth Member
Describe this member's contributions:

e.g. Sweat equity, $10,000 in cash, and a free loan of personal vehicle for Company use
What is the value of this member's contributions?
e.g. $50,000
Hidden
Section Break
Ninth Member
Describe this member's contributions:

e.g. Sweat equity, $10,000 in cash, and a free loan of personal vehicle for Company use
What is the value of this member's contributions?
e.g. $50,000
Hidden
Section Break
Tenth Member
Describe this member's contributions:

e.g. Sweat equity, $10,000 in cash, and a free loan of personal vehicle for Company use
What is the value of this member's contributions?
e.g. $50,000
Hidden
Section Break
Eleventh Member
Describe this member's contributions:

e.g. Sweat equity, $10,000 in cash, and a free loan of personal vehicle for Company use
What is the value of this member's contributions?
e.g. $50,000
Hidden
Section Break
Twelfth Member
Describe this member's contributions:

e.g. Sweat equity, $10,000 in cash, and a free loan of personal vehicle for Company use
What is the value of this member's contributions?
e.g. $50,000
Hidden
Section Break
Thirteenth Member
Describe this member's contributions:

e.g. Sweat equity, $10,000 in cash, and a free loan of personal vehicle for Company use
What is the value of this member's contributions?
e.g. $50,000
Hidden
Section Break
Fourteenth Member
Describe this member's contributions:

e.g. Sweat equity, $10,000 in cash, and a free loan of personal vehicle for Company use
What is the value of this member's contributions?
e.g. $50,000
Hidden
Section Break
Fifteenth Member
Describe this member's contributions:

e.g. Sweat equity, $10,000 in cash, and a free loan of personal vehicle for Company use
What is the value of this member's contributions?
e.g. $50,000

Additional Contributions
Can members vote for additional contributions to be made in the future?
- Yes
- No

New Members
Will the LLC allow new members to join in the future?
- Yes
- No
What vote is required to admit a new member?
- Unanimous
- Majority
Are additional conditions required for admitting new members?
- Yes
- No
What conditions are required?

e.g. New members must provide a capital contribution in an amount, and on such terms, that the existing Members determine to be appropriate, based on the net value of the Company's assets.

Withdrawal of a Member
Can a member voluntarily withdraw from the company?
- Yes
- No
Is there an initial period of prohibition on withdrawal?
- Yes
- No
How long is the period of prohibition?
Does a member have to give notice of withdrawal?
- Yes
- No
What is the notice period for withdrawal?

Member Meetings
How often will members hold regular meetings?
- Only as required
- Weekly
- Monthly
- Quarterly
How will member votes be determined?
- By ownership share
- Equal vote for each member

Business Management
Who will manage the company?
- The member(s)
- One or more appointed manager
Who will manage the company?
- The member
- One or more appointed manager
Who will manage the company?
- The members
- One or more appointed manager
What vote is required to appoint a new manager?
- Majority
- Unanimous

Manager Details

Who will manage the company?
First Manager
First Manager

e.g. Alex Garcia Smith
Hidden
First Manager

e.g. Alex Garcia Smith
Add another manager +1
- Add another manager
Second Manager

e.g. Alex Garcia Smith
Add another manager +2
- Add another manager
Third Manager

e.g. Alex Garcia Smith
Add another manager +3
- Add another manager
Fourth Manager

e.g. Alex Garcia Smith
Add another manager +4
- Add another manager
Fifth Manager

e.g. Alex Garcia Smith
Add another manager +5
- Add another manager
Sixth Manager

e.g. Alex Garcia Smith
Add another manager +6
- Add another manager
Seventh Manager

e.g. Alex Garcia Smith
Add another manager +7
- Add another manager
Eighth Manager

e.g. Alex Garcia Smith
Add another manager +8
- Add another manager
Ninth Manager

e.g. Alex Garcia Smith
Add another manager +9
- Add another manager
Tenth Manager

e.g. Alex Garcia Smith

Manager Duties and Responsibilities
What are the manager's duties and responsibilities?

e.g. To work with the Company's Members to set objectives, define the Company's vision, chart its course of growth, oversee financial affairs, and manage day-to-day operations.

Unanimous Consent
What decisions require the consent of all members?
- Selling, loaning, mortgaging, or otherwise trading company property
- Releasing any claim except for payment in full
- Incurring liabilities over a fixed dollar amount
- Incurring expenses over a fixed dollar amount
Incurring liabilities over a fixed dollar amount
Please enter a number from 0 to 9999999999999.
Incurring expenses over a fixed dollar amount
Please enter a number from 0 to 9999999999999.

Majority Consent
Do you want to list any managerial decisions that require majority approval of the members?
- Yes
- No
First Decision
What decision requires majority approval?

e.g. Incurring a single transaction expense over $5,000.00.
- Add another decision
Second Decision
What decision requires majority approval?

e.g. Incurring a single transaction expense over $5,000.00.
- Add another decision
Third Decision
What decision requires majority approval?

e.g. Incurring a single transaction expense over $5,000.00.
- Add another decision
Fourth Decision
What decision requires majority approval?

e.g. Incurring a single transaction expense over $5,000.00.
- Add another decision
Fifth Decision
What decision requires majority approval?

e.g. Incurring a single transaction expense over $5,000.00.
- Add another decision
Sixth Decision
What decision requires majority approval?

e.g. Incurring a single transaction expense over $5,000.00.
- Add another decision
Seventh Decision
What decision requires majority approval?

e.g. Incurring a single transaction expense over $5,000.00.
- Add another decision
Eighth Decision
What decision requires majority approval?

e.g. Incurring a single transaction expense over $5,000.00.
- Add another decision
Ninth Decision
What decision requires majority approval?

e.g. Incurring a single transaction expense over $5,000.00.
- Add another decision
Tenth Decision
What decision requires majority approval?

e.g. Incurring a single transaction expense over $5,000.00.

Binding the Company in Contract
Who can sign contracts on behalf of the company?
- Any manager
- Any manager or member
- Specify groups or individuals
Who can sign contracts on behalf of the company?
- Any member
- Specify groups or individuals
Who can bind the company in contract?

e.g. Class A Members only

Duty of Loyalty
Are members or managers allowed to compete with the company?
- Yes
- No
How long after leaving will members or managers be restricted from competing?
- While with the company only
- Six months
- One year
- Two years
- Five years

Accounting
How will the LLC be classified for tax purposes?
- Partnership
- Corporation
How will the LLC be classified for tax purposes?
- Disregarded Entity
- Corporation
Would you like to include the company's fiscal year end?
- Yes
- No
Fiscal Year End:
MM slash DD slash YYYY

Tax Elections
Will the LLC elect out of the unified tax audit rules?
- Yes, every year if eligible
- The members will decide annually
Will the LLC pass any assessed liability to its members?
- Yes, in every case
- Members will decide in each case

Partnership Representative
Who will be the partnership representative?
First Member
- First Member
Second Member
- Second Member
Third Member
- Third Member
Fourth Member
- Fourth Member
Fifth Member
- Fifth Member
Sixth Member
- Sixth Member
Seventh Member
- Seventh Member
Eighth Member
- Eighth Member
Ninth Member
- Ninth Member
Tenth Member
- Tenth Member
Eleventh Member
- Eleventh Member
Twelfth Member
- Twelfth Member
Thirteenth Member
- Thirteenth Member
Fourteenth Member
- Fourteenth Member
Fifteenth Member
- Fifteenth Member
Independent professional
- Independent professional
Unsure / Not yet appointed
- Unsure / Not yet appointed
Untitled

e.g. An accounting firm

Representative Accountability
Will the members indemnify the partnership representative?
- Yes
- No
What vote is required to approve general decisions of the partnership representative?
- Majority
- Unanimous
What vote is required to approve tax settlements proposed by the partnership representative?
- Majority
- Unanimous

Profit Allocation
How will profits be allocated?
- Each member will receive an equal share
- Each member will receive a fixed percentage
- In proportion to capital contributions
Hidden
Section Break
What is the fixed percentage of profit allocated to each member?
First Member
e.g. 30
Second Member
e.g. 30
Third Member
e.g. 30
Fourth Member
e.g. 30
Fifth Member
e.g. 30
Sixth Member
e.g. 30
Seventh Member
e.g. 30
Eighth Member
e.g. 30
Ninth Member
e.g. 30
Tenth Member
e.g. 30
Eleventh Member
e.g. 30
Twelfth Member
e.g. 30
Thirteenth Member
e.g. 30
Fourteenth Member
e.g. 30
Fifteenth Member
e.g. 30

Profit and Loss Allocation
How will profits and losses be allocated?
- Each member will receive an equal share
- Each member will receive a fixed percentage
- In proportion to capital contributions
Hidden
Section Break
What is the fixed percentage of profit or loss allocated for each member?
First Member
e.g. 30
Second Member
e.g. 30
Third Member
e.g. 30
Fourth Member
e.g. 30
Fifth Member
e.g. 30
Sixth Member
e.g. 30
Seventh Member
e.g. 30
Eighth Member
e.g. 30
Ninth Member
e.g. 30
Tenth Member
e.g. 30
Eleventh Member
e.g. 30
Twelfth Member
e.g. 30
Thirteenth Member
e.g. 30
Fourteenth Member
e.g. 30
Fifteenth Member
e.g. 30

Annual Report
What reports will be included in the company's annual report to members?
The federal income tax report will be automatically included.
- Profit and loss summary
- Income statement
- Balance sheet
- Cash flow statement

Dissolution of the Company
Will the company dissolve if one member leaves?
- Yes
- No
Are members allowed to sell their share to non-members?
- Yes
- No
How will assets be distributed when a member leaves or when ending the company?
- Each member will receive an equal share
- Each member will receive a fixed percentage
- In proportion to capital contributions
Hidden
Section Break
What percent of the final dissolution distribution will each member receive?
First Member
e.g. 30
Second Member
e.g. 30
Third Member
e.g. 30
Fourth Member
e.g. 30
Fifth Member
e.g. 30
Sixth Member
e.g. 30
Seventh Member
e.g. 30
Eighth Member
e.g. 30
Ninth Member
e.g. 30
Tenth Member
e.g. 30
Eleventh Member
e.g. 30
Twelfth Member
e.g. 30
Thirteenth Member
e.g. 30
Fourteenth Member
e.g. 30
Fifteenth Member
e.g. 30

Additional Clauses
Do you want to include any additional terms or conditions?
Most agreements do not need additional clauses.
- Yes
- No
Hidden
Section Break
First Additional Clause
Add another additional clause +1
- Add another additional clause
Second Additional Clause
Add another additional clause +2
- Add another additional clause
Third Additional Clause
Add another additional clause +3
- Add another additional clause
Fourth Additional Clause
Add another additional clause +4
- Add another additional clause
Fifth Additional Clause
Add another additional clause +5
- Add another additional clause
Sixth Additional Clause

Signing Details
Will a witness sign this agreement?
- Yes
- No

Skip this step for now

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Idaho LLC Operating Agreement
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