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Basic Sample Delaware Series LLC Operating Agreement

Operating Agreements

The Delaware LLC Act provides for maximum flexibility when drafting an LLC Operating Agreement. This is known as freedom of contract with regard to the LLC Operating Agreement. To view a sample Delaware Series LLC Operating Agreement, please visit this link. The Delaware LLC Act and Delaware courts generally follow a “contractarian” view of letting members make their own agreements. Then Delaware the courts usually enforce these operating agreements strictly as written. The Delaware courts are reluctant to use equity to rescue members from deals they negotiated from the outset where the problem was anticipated and the outcome was prescribed by the operating agreement.

The IncNow Series LLC Master LLC Agreement is 37 pages.  This main agreement sets forth the organizational structure of the company, how to add and terminate series, and importantly, it sets forth the members associated with the company.  This main agreement is followed by Exhibit A, which lists the protected series and Exhibit B.1, B.2, B.3, etc. where each protected series has a short operating agreement, usually two pages in length, designating members and managers associated with each protected series. Then lastly is Exhibit C, a form used to terminate a protected series.

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Delaware Series LLC Amendments

In a Series LLC, like a traditional LLC, any changes to the main Operating Agreement are accomplished through amendments to the main Operating Agreement. Those Operating Agreement amendments do not need to be filed with the Delaware Division of Corporations.

The Delaware Certificate of Formation is not required to be amended when protected series are added or members change. Should a Certificate of Formation designate the protected series by name (optional), then only in that instance should the Certificate of Formation be amended when series are added and removed through a Certificate of Amendment.

Questions about the Series LLC?

We expect you may have questions about the Series LLC. John L. Williams, Esq. is available for consultations at the rate of $500 per hour.