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Do I need to file my signed Operating Agreement with my Registered Agent or the State of Delaware?

By IncNow | Published November 6, 2015

filing cabinetThe Operating Agreement that you sent me outlines ownership and voting rights of the members, etc. It would seem to me this document needs to be filed. Who do I send this to?

Dear Customer,

You do not need to return a signed copy of your Operating Agreement to your registered agent or the State of Delaware. It is an internal company agreement that does not need to be filed publicly. The Certificate of Formation is the document filed with the State of Delaware at the time of formation and is only required to list the LLC’s name, its registered agent’s name and registered agent’s address.

The Operating Agreement is what governs the internal affairs of the LLC and is subject to change by its members. Delaware treats the members of an LLC like adults and lets them keep track their own internal Operating Agreement and make changes to it as they see fit. The Operating Agreement that we include in our Complete and NOW LLC packages is drafted to fit any business need, but the members have the power amend it. All members should keep a copy of the executed Operating Agreement, along with any amended and restated Agreements, in their files.

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