Definition
Operating Agreement
The contract among the SPV's members governing economics, governance, and transfers.
The operating agreement is the foundational contract for a Delaware LLC SPV. It defines the manager's authority, member rights, distribution waterfall, voting structure, transfer restrictions, indemnification, dissolution mechanics, and tax allocations. Most SPVs use a standardized operating agreement template tailored to the deal economics. Modern SPV platforms surface the key economic terms in plain English alongside the legal document so LPs can review their rights without parsing 40 pages of legalese.