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.