How Do I Add a Member to My LLC in Delaware?
Adding a member to a Delaware LLC requires amending your operating agreement and obtaining member consent as specified in that agreement. Delaware law does not mandate a written operating agreement, but if you have one, follow its amendment procedures. No Certificate of Formation amendment is required. Update your records and ensure the new member receives a copy of the operating agreement under 6 Del. C. § 18-101(9).
Operating Agreement Amendment
Your operating agreement controls the admission process. Review the membership or amendment provisions—they specify whether unanimous consent, majority vote, or manager approval is required. Delaware law maximizes freedom of contract (6 Del. C. § 18-1101(b)), so your agreement's terms govern.
If you lack a written agreement, the statutory defaults under 6 Del. C. §§ 18-301 et seq. apply. Members may admit new members by unanimous consent unless the agreement provides otherwise. Document the admission in writing to avoid future disputes.
Obtain member consent according to your agreement's threshold. Secure approval from existing members, then have the new member execute a joinder agreement or amended operating agreement. Document the vote outcome and signatures.
Prepare a written amendment stating the new member's name, capital contribution (if any), membership percentage, and effective date. All authorized members and the new member should sign and date it.
No State Filing Required
Unlike formation, adding a member does not require amending your Certificate of Formation or notifying Delaware's Division of Corporations. The Certificate only lists your LLC's name, registered office address, and registered agent—not membership details. Keep the signed amendment with your LLC records alongside your original operating agreement.
Key Considerations
Capital Contributions & Profit Sharing
Decide whether the new member contributes capital and what percentage of profits and losses they receive. Document this in the amendment. Without a written agreement, Delaware law defaults to equal profit/loss sharing among all members.
Tax Implications
Notify your accountant and the IRS. The new member may need a tax ID. File Form 8832 if the membership change affects your tax classification.
Documentation Best Practice
Execute a written amendment documenting the new member's capital contribution, profit/loss allocation percentage, and voting rights. This prevents future disputes and clarifies governance.
Next Steps
- Review your current operating agreement
- Obtain written consent from all existing members
- Draft an amendment including the new member's terms
- Have all parties sign and date the amendment
- Maintain signed copies in your LLC records
For complex admissions or capital structures, consult a Delaware business attorney.
This is general information, not legal advice.