Narrative. A single-member LLC Agreement is the foundational governance document for a Delaware LLC with one owner. Delaware’s LLC Act (6 Del. C. §§ 18-101 et seq.) is extraordinarily flexible and treats the LLC Agreement as a contract among the members. For a single-member LLC, the primary purposes of the Agreement are: (a) confirming the member’s sole ownership, (b) establishing manager authority, (c) reinforcing limited liability by documenting formalities, and (d) controlling tax classification (the LLC is a disregarded entity by default but the Member may elect corporate treatment). This agreement should be executed contemporaneously with the Certificate of Formation and kept in the Company’s minute book.

1. Formation

The Member has caused the Company to be formed as a Delaware limited liability company by filing a Certificate of Formation with the Delaware Secretary of State pursuant to 6 Del. C. § 18-201.

2. Name and Principal Office

The name of the Company is [COMPANY NAME] LLC. The principal office of the Company shall be at [ADDRESS], or such other place as the Member may designate.

3. Purpose

The Company may engage in any lawful business or activity for which limited liability companies may be organized under the Delaware Limited Liability Company Act (the “Act“).

4. Term

The term of the Company commenced on the date the Certificate of Formation was filed with the Delaware Secretary of State and shall continue until the Company is dissolved in accordance with this Agreement or the Act.

5. Member

The name and address of the sole member of the Company (the “Member“) is:

[MEMBER NAME] [MEMBER ADDRESS]

The Member owns 100% of the limited liability company interests in the Company.

6. Capital Contributions

The Member has made or shall make such capital contributions to the Company as the Member determines from time to time. The Member shall not be required to make any additional capital contributions.

7. Distributions

Distributions of cash and other property shall be made to the Member at such times and in such amounts as the Member shall determine, subject to any applicable restrictions under the Act.

8. Management

8.1 Management by the Member

The business and affairs of the Company shall be managed by the Member. The Member shall have full, exclusive, and complete authority to manage and control the business, affairs, and properties of the Company, to make all decisions regarding those matters, and to perform any and all other acts or activities customary or incident to the management of the Company’s business.

8.2 Authorized Persons

The Member, and any person designated in writing by the Member, is an “authorized person” within the meaning of Section 18-201(a) of the Act and may execute, deliver, and file any documents necessary or advisable for the formation, continuation, or dissolution of the Company.

9. Limitation of Liability; Indemnification

9.1 Limitation of Liability

Except as otherwise required by the Act, the debts, obligations, and liabilities of the Company, whether arising in contract, tort, or otherwise, shall be solely the debts, obligations, and liabilities of the Company. The Member shall not be obligated personally for any such debt, obligation, or liability of the Company solely by reason of being a member of the Company.

9.2 Indemnification

To the fullest extent permitted by the Act, the Company shall indemnify and hold harmless the Member and any officer, employee, or agent of the Company from and against any loss, damage, or claim incurred by reason of any act or omission performed or omitted by such person in good faith on behalf of the Company.

10. Tax Treatment

The Company shall be treated as a disregarded entity for U.S. federal income tax purposes under Treasury Regulation § 301.7701-3, unless and until the Member elects otherwise on IRS Form 8832 or Form 2553.

11. Dissolution

The Company shall be dissolved and its affairs wound up upon the first to occur of: (a) the written determination of the Member, or (b) any event that causes dissolution under the Act and cannot be avoided by continuation of the Company.

12. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflicts-of-law principles.

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IN WITNESS WHEREOF, the undersigned has executed this Limited Liability Company Agreement as of the [DAY] day of [MONTH], [YEAR].

MEMBER:

_________________________________ [MEMBER NAME]

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This form is provided for informational purposes only and does not constitute legal advice or create an attorney-client relationship. Every situation is different; consult qualified legal counsel before using or adapting this document. © Montague Law.