Suppose a holding company for a family of online stores in Delaware, formed by a founder, a co-founder and an early backer, with $85,000 of capital between them. Their Delaware LLC operating agreement has to say what each of them owns, what they are paid out of a profit, and who has to agree before the company borrows, sells or takes a new member. Each of those is a figure, and the figures are worked from the contributions, the profit, the reserve and the thresholds the members choose. This page follows that company through its agreement's arithmetic and points at the free worksheet on this site that works the same figures from your own inputs. Nothing here is clause text, a Delaware rule or a fee; the state's filing office and your attorney hold those.
The contribution schedule, from a Delaware single member LLC to several members
For a holding company for a family of online stores in Delaware, formed by a founder, a co-founder and an early backer, a Delaware LLC operating agreement usually opens with the members and what each put in, and every later clause reads from that schedule. On the worked example, three members contributing $50,000, $25,000 and $10,000 own 58.8%, 29.4% and 11.8% of the company. The worksheet takes the contributions and returns the shares, so the ownership clause is worked from the contribution clause rather than typed in beside it and later found to disagree.
Distributions after a reserve, on the profit the members enter
Most agreements let the company keep a reserve before anything is distributed, then split what is left by ownership. With $130,000 of profit and a 10% reserve, $117,000 is distributable and the largest member's share of it is $68,824. Whether a Delaware company distributes at all, and when, is the members' decision under their own agreement; the worksheet works the figure and publishes no rule about it.
The vote a major decision needs, as capital that must say yes
A major-decision clause names a share of ownership, and the worksheet turns it into money and names. At a 65% threshold on $85,000 of capital, $55,250 of contributions must vote yes, which with shares of 58.8%, 29.4% and 11.8% means particular members and not others. What a Delaware agreement should set the threshold at is the members' call and their attorney's; the arithmetic is the same at any number.
Where a Delaware operating agreement form gets its rules, and where its numbers come from
Whether Delaware requires a written operating agreement, what it must contain and what the state charges to form or maintain the company are questions for the Delaware Division of Corporations, named below, and for your attorney; this page publishes no rule text, no fee and no legal advice. What it does publish is the arithmetic the agreement records: the shares from the contributions, the distributions from the profit and the capital a decision needs, worked free on this site from the members' own figures, and kept against the company by LLC Lane Pro when the members want the record.
Questions people ask about Delaware LLC operating agreement
Is a Delaware LLC operating agreement filed with the state?
Generally the agreement is a private document the members keep, and the articles are what the state holds; whether Delaware has any filing or content rule for the agreement is a question for the Delaware Division of Corporations and your attorney, not for this site.
What figures should a Delaware LLC operating agreement template be filled with?
Each member's share from the contributions, each member's distribution on a given profit after the reserve, and the capital a major decision needs at the chosen threshold, which names the members it takes. The free worksheet works all three.
What does LLC Lane Pro add to the free worksheet?
The record: every company, member and share kept and dated, every agreement and amendment with its status, your name on the paperwork and an export when the bank or the accountant asks. The worksheet itself stays free.
Does a Delaware single member LLC operating agreement need the same clauses?
Fewer of them, and Delaware says so itself: the Delaware Code provides that an agreement of a company having only one member is not unenforceable for there being only one party to it. With one member there is no vote threshold to set and no profit split to agree, so what is left is the capital account, the draws and the tax set-aside, which is the single-member worksheet on this site rather than the multi-member one.