Delaware LLC operating agreement: the contract the whole act defers to.
Delaware never requires the document and never files it, and then builds its entire LLC Act around it: the LLC agreement, written, oral, or implied, is the instrument the statute defers to on nearly every question, that is the famous freedom of contract. And Section 18-703 adds the part sophisticated owners come to Delaware for: the charging order is a creditor’s exclusive remedy against a member’s interest, foreclosure off the table, whether the company has one member or fifty. The catch in all of it: the act defers to what you drafted. Draft nothing, and the defaults run the company you chose Delaware to control.
A custom operating agreement drafted to your ownership, management, and exit terms, reviewed before you sign.
Four facts cover the whole system
Delaware’s term is the limited liability company agreement: the members’ contract about the company’s affairs, recognized in written, oral, or implied form. It is private, never filed with the Division of Corporations, and under Delaware’s freedom-of-contract policy it displaces the act’s defaults almost everywhere. What we draft for you →
No filing, no mandate, and yet every Delaware LLC effectively has one: the act’s definition sweeps in oral and implied agreements. The choice is never agreement or no agreement, it is drafted terms or reconstructed ones.
Ownership and votes, how money comes out, exits, deadlock, and, because this is Delaware, everything else you want to customize: fiduciary-duty tailoring, classes of interests, manager structures. The act was built to enforce what you write. A written agreement costs nothing to adopt, because the state files nothing: there is no state fee at all. When we draft yours, the total is our drafting service fee plus a transaction fee, one-time or included on the plans, itemized on the pricing page before you pay, and the free template builders in our forms library are open to everyone, before signup or after.
Section 18-703 makes the charging order the exclusive remedy for a member’s creditor: no foreclosure, no reaching LLC property, the creditor waits for distributions, and the statute says so whether the LLC has one member or more. That is the anti-Olmstead position, and the agreement is where the structure behind it gets documented.
✓ Accuracy verified against the state’s LLC act · checked 2026
Five fights, settled while everyone is friends
Delaware files nothing and mandates nothing, then enforces whatever LLC agreement exists, written, oral, or implied, with a statute built on freedom of contract. The agreement decides ownership, money, exits, and deadlock, and documents the structure behind Section 18-703’s exclusive-remedy charging-order shield, single-member LLCs included.
Where you stand decides what you do next
Delaware rewards drafting like no other state: the act enforces what you write. Form the Delaware LLC and the agreement together, and put the annual franchise-tax calendar on autopilot while you are at it.
Then the agreement is not optional paperwork, it is the protection’s documentation: distribution control, transfer restrictions, the structure a court reads alongside 18-703. We draft it with the shield in mind, not as an afterthought.
Delaware’s flexibility, classes, series, tailored duties, exists only in the agreement’s text. A template cannot hold a preferred class. This is the state where custom drafting pays for itself fastest.
The defaults ran the company, in the state built for drafting
We formed in Delaware because our lawyer said it was the gold standard, then never signed an LLC agreement, which I now understand is like buying a piano and never opening the lid. When our creditor fight came, 18-703 held, the charging order was all they got. But inside the company, every governance question fell to defaults we had never read. Delaware enforces what you write. We had written nothing.
Representative composite drawn from customer outcomes.
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Does Delaware require an operating agreement for my LLC?
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Delaware, beyond the agreement
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Start the filing →Delaware Operating Agreement questions.
Is an operating agreement required for a Delaware LLC?
No: Delaware neither requires nor files it, and calls it the limited liability company agreement. The act recognizes written, oral, and implied agreements, so an LLC without a written one is still governed by some version. We draft the written one as part of operating agreement service.
Does a Delaware LLC agreement get filed with the state?
Never: it is a private contract kept with company records. The Division of Corporations has no copy and no role, franchise tax gets paid without anyone reading your agreement. What matters is that it exists, is signed, and can be produced when a bank, an investor, or a court asks.
What happens if my Delaware LLC has no written agreement?
The act’s default rules govern, plus whatever oral or implied agreement can be proven, in the one state whose statute was engineered to enforce custom drafting. You paid for freedom of contract and used none of it. Every governance question gets a default answer written for nobody in particular.
Does Delaware protect single-member LLCs from creditors?
Delaware’s Section 18-703 makes the charging order a creditor’s exclusive remedy, forecloses foreclosure, and applies its terms whether the LLC has one member or more, the strongest statutory formulation in the country. Courts outside Delaware and bankruptcy can complicate outcomes, which is why the agreement and clean formalities still matter.
Do single-member Delaware LLCs need an LLC agreement?
Yes, doubly: banks and lenders demand the document, and the 18-703 shield is worth documenting properly, distribution control, transfer restrictions, the entity’s separateness. A single-member Delaware agreement is short, but its clauses are load-bearing. We draft with the shield in mind.
What should a Delaware LLC agreement include?
Everything you want enforced: ownership and contributions, management and voting, distributions, transfer and exit rules, deadlock, dissolution, and Delaware’s specialties, tailored fiduciary duties, classes of interests, series if you use them. The act defers to your text; the text should deserve it.
Can File.Business draft my Delaware LLC agreement?
Yes. The free builders in our forms library draft single-member, multi-member, and manager-managed agreements live in the browser, and our drafting service builds the custom version: your ownership, management, exits, and shield-aware structure, reviewed before signing and stored in your document vault. A written agreement costs nothing to adopt, because the state files nothing: there is no state fee at all. When we draft yours, the total is our drafting service fee plus a transaction fee, one-time or included on the plans, itemized on the pricing page before you pay, and the free template builders in our forms library are open to everyone, before signup or after.
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