This template operating agreement may be used for a manager-managed limited liability company (LLC) with a single member formed pursuant to Delaware law. This agreement contemplates a management structure that is generally separate from the ownership of the company except with respect to extraordinary matters. This template includes practical guidance and drafting notes. Although a written operating agreement is not required in Delaware, it is generally recommended. An operating agreement serves a purpose similar to bylaws, a shareholder agreement and an equity purchase agreement combined into one. An operating agreement generally is entered into by the member(s) of an LLC upon the filing of the LLC's certificate of formation, although it may also be entered into before or after the filing of the certificate of formation. See Del. Code Ann. tit. 6, § 18-201(d). The single member in this operating agreement appoints the managers who manage the LLC's affairs. Because the LLC has only one member, issues relating to voting, a tax matters member/partnership representative, and transfers are less prominent in this operating agreement than they would be in an operating agreement for a multiple-member entity. If an additional member or members are admitted, an amended and restated operating agreement should be prepared that addresses the issues that arise in a multiple-member LLC. For a full listing of key content covering Delaware Limited Liability Company formation, organization, maintenance, ownership, management, and dissolution, see Limited Liability Company Resource Kit (DE). For more information on Delaware limited liability companies, see Formation and Qualification (DE LLC), and Ownership Interests (DE LLC).