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  1. #1
    Join Date
    Jul 2011
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    24

    Default Are LLC Operating Agreements Available as Public Records

    My question involves business law in the state of: DE

    Does anyone know if LLC operating agreements are public record for Delaware? This LLC was created 6 months ago and correctly shows up on a few corporate databases online.

    I see that I can perform a Business Entity search at the following link, but it seems to be down. Just wondering if this is where I could download a copy of the operating agreement. Thanks

    https://icis.corp.delaware.gov/Ecorp...ameSearch.aspx

  2. #2
    Join Date
    Mar 2013
    Posts
    18,340

    Default Re: Are LLC Operating Agreements Public Record (Delaware)

    I tried it, too. It's down. You might have to try again in a few days.

    Meantime, a review of the LLC filing requirement indicates that filing the Operating Agreement is not required:

    http://www.corp.delaware.gov/corpformsllc09.shtml

    While the LLC document has to be on file with the state, the Operating Agreement is a private contract between the members of the LLC and isn't likely to be in public records unless a member had a reason to voluntarily record it.

    Quite often LLCs are formed in Delaware and the business operated elsewhere. You might try a search of the County Recorder where the business is operating. It's a long shot.

  3. #3
    Join Date
    Jul 2011
    Posts
    24

    Default Re: Are LLC Operating Agreements Public Record (Delaware)

    Thanks adjusterjack for the reply. Glad to see that Im wasnt the only receiving the error, I'll check back in a few days.

    I wasnt aware that filing a Operating Agreement (OA) was not required in DE (or at least publicly), but I'll try out your recommendation at the county level.

    Reason I want to see a copy of the OA is because I was offered equity shares in a LLC in exchange (multi members) for consulting work and wanted to have a better idea on how the company was organized before making a decision.

  4. #4
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    Mar 2013
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    18,340

    Default Re: Are LLC Operating Agreements Public Record (Delaware)

    Quote Quoting lespaul74
    View Post
    Reason I want to see a copy of the OA is because I was offered equity shares in a LLC in exchange (multi members) for consulting work and wanted to have a better idea on how the company was organized before making a decision.
    It didn't occur to you to just ask for a copy?

    Beyond that, you need to understand that an LLC doesn't issue "equity shares." You either become a member, which involves rewriting the operating agreement and/or updating the filing, or you get a contract that memorializes a share of the profits for you in addition to any ongoing compensation.

    Whatever you do, make sure you get a written contract and discuss it with an attorney before you sign it.

    Too many have written here, after the fact, that they got themselves into something for which they never got paid because they didn't do their homework before getting into it.

  5. #5
    Join Date
    Jul 2011
    Posts
    24

    Default Re: Are LLC Operating Agreements Public Record (Delaware)

    Of course I will be asking for a copy next week - simply doing some due diligence on my part beforehand.

    Personally I would prefer to get paid as a consultant and not have to worry about this, but just wanted to explore it.

    Thanks

  6. #6
    Join Date
    Mar 2013
    Posts
    18,340

    Default Re: Are LLC Operating Agreements Public Record (Delaware)

    Quote Quoting lespaul74
    View Post

    Personally I would prefer to get paid as a consultant and not have to worry about this
    Same here.

    I learned a long time ago that working for promises doesn't cut it.

    Work now, get paid now.

    You can have the best contract in the world for future compensation but, if the other party breaches is (and many do), you get faced with paying a lawyer many thousands of dollars with little chance of collecting.

    You are to be commended for coming to a site like this before you get into something.

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