vaulytica

LLC Operating Agreement review

Operating agreement of a Delaware (or similar) LLC.

Review your document — free → See a sample report

What it checks

Management structure (member-managed vs. manager-managed)

LLC operating agreement must specify management structure (DE LLC Act § 18-402).

Critical · GOV-013

Capital contributions clause

Operating agreement must address initial capital contributions and obligations for additional capital (DE LLC Act § 18-501).

Critical · GOV-014

Distributions clause

Operating agreement must address distributions of cash and property to members (DE LLC Act § 18-504).

Critical · GOV-015

Allocations of profits and losses

Operating agreement must address tax allocations of profits and losses (IRC § 704(b) and 'substantial economic effect').

Critical · GOV-016

Transfers of membership interests

Operating agreement should restrict transfers of membership interests (DE LLC Act § 18-702).

Critical · GOV-017

Dissociation / withdrawal of members

Operating agreement should address voluntary and involuntary withdrawal of members (DE LLC Act § 18-603).

Warning · GOV-018

Dissolution and winding up

Operating agreement should specify dissolution triggers and the winding-up process (DE LLC Act §§ 18-801, 18-803).

Critical · GOV-019

Fiduciary duty waiver / modification (DE LLC Act § 18-1101)

DE LLC Act § 18-1101(c) allows fiduciary duties to be modified or eliminated but not the implied covenant of good faith and fair dealing. A clause is either expected (waiver) or expected to acknowledge default duties.

Warning · GOV-020

Books and records / inspection

Operating agreement should address member access to books and records (DE LLC Act § 18-305).

Warning · GOV-021

Implied covenant cannot be waived

DE LLC Act § 18-1101(c) prohibits waiver of the implied covenant of good faith and fair dealing.

Critical · GOV-022

Every run also applies 120 general checks that belong to any agreement: structure, parties and signatures, defined terms, cross-references, dates, amounts, and one-sided terms.

How it works

  1. Open vaulytica.com — no account, nothing to install.
  2. Drop your PDF or DOCX, or paste the text. The document type is detected and only the checks that belong to it run, inside your browser tab.
  3. Get a Word report in which every finding quotes the clause and cites the rule and source behind it — one of 1,946 checks across 286 document types.
Review your document — free →

More corporate & governance documents

Every document type →