(a) If a person required to execute a certificate required by this subchapter fails or refuses to do so, any other person who is adversely affected by the failure or refusal may petition the Court of Chancery to direct the execution of the certificate. If the Court finds that the execution of the certificate is proper and that any person so designated has failed or refused to execute the certificate, it shall order the Secretary of State to record an appropriate certificate.
(b) If a person required to execute a limited liability company agreement or amendment thereof fails or refuses to do so, any other person who is adversely affected by the failure or refusal may petition the Court of Chancery to direct the execution of the limited liability company agreement or amendment thereof. If the Court finds that the limited liability company agreement or amendment thereof should be executed and that any person required to execute the limited liability company agreement or amendment thereof has failed or refused to do so, it shall enter an order granting appropriate relief.
Structure Delaware Code
Chapter 18. LIMITED LIABILITY COMPANY ACT
Subchapter II. Formation; Certificate of Formation
§ 18-201. Certificate of formation.
§ 18-202. Amendment to certificate of formation.
§ 18-203. Cancellation of certificate.
§ 18-205. Execution, amendment or cancellation by judicial order.
§ 18-208. Restated certificate.
§ 18-209. Merger and consolidation.
§ 18-210. No statutory appraisal rights.
§ 18-211. Certificate of correction.
§ 18-212. Domestication of non-United States entities.
§ 18-213. Transfer or continuance of domestic limited liability companies.
§ 18-214. Conversion of certain entities to a limited liability company.
§ 18-215. Series of members, managers, limited liability company interests or assets.
§ 18-216. Approval of conversion of a limited liability company.
§ 18-217. Division of a limited liability company.
§ 18-218. Registered series of members, managers, limited liability company interests or assets.