Delaware Series LLC Operating Agreement (45 Pages)

This is a Form of Limited Liability Company Agreement for a Delaware Series LLC. Delaware statutes allow a single LLC to have any number of Series associated with it that are part of the LLC for identity and reporting purposes, but are separate entities for governance, membership and liability purposes. This allows the owners of property to place an individual property (or enterprise) in each Series and have any claims of creditors limited to that Series – they may not be asserted against the ‘Parent” LLC, or against any other Series.
This Form includes a detailed discussion of the governance, accounting rules, transfer restrictions, etc.  of the LLC and the separate Series LLCs.

Several separate Series LLC Agreements are included for purposes of illustration as Exhibit B. A Termination Agreement (should the Company wish to terminate any Series) is also included as Exhibit C.

It is not necessary that an LLC have its property located in Delaware or actually do business in Delaware for the Series LLC to be used. There must, however, be a Delaware Registered Agent and address provided. The Registered Agent must be physically located in Delaware.

Author:
Steven G. Siegel is president of The Siegel Group, a Morristown, New Jersey - based national consulting firm specializing in tax consulting, estate planning and advising family business owners and entrepreneurs. Mr. Siegel holds a BS from Georgetown University, a JD from Harvard Law School and an LLM in Taxation from New York University.
He is the author of several books, including: Planning for An Aging Population; Business Entities: Start to Finish; Taxation of Divorce and Separation; Income Taxation of Estates and Trusts, Preparing the Audit-Proof Federal Estate Tax Return, Putting It Together: Planning Estates for $5 million and Less, Family Business Succession Planning, Business Acquisitions: Representing Buyers and Sellers in the Sale of a Business; Dynasty Trusts; Planning with Intentionally-Defective Grantor Trusts; The Federal Gift Tax: A Comprehensive Analysis; Charitable Remainder Trusts, Grantor Trust Planning: QPRTs, GRATs and SCINs, The Estate Planning Course, The Retirement Planning Course, Retirement Distributions: Estate and Tax Planning Strategies; The Estate Administration Course, Tax Strategies for Closely-Held Businesses, and Tort Litigation Settlements: Tax and Financial Issues.
Mr. Siegel has lectured extensively throughout the United States on tax, business and estate planning topics on behalf of numerous organizations, including National Law Foundation, AICPA, CCH, National Tax Institute, National Society of Accountants, and many others.  He has served as an adjunct professor of law at Seton Hall and Rutgers University law schools.
The Siegel Group provides consulting services to accountants, attorneys, financial planners and life insurance professionals to assist them with the tax, estate and business planning and compliance issues confronting their clients. Based in Morristown, New Jersey, the Group has provided services throughout the United States. The Siegel Group does not sell any products. It is an entirely fee-based organization.
Contact the Siegel Group through its president, Steven G. Siegel, e-mail: [email protected].