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Subchapter I. General Provisions
§ 18-101. Definitions. - As used in this chapter unless the context otherwise requires:...
§ 18-102. Name set forth in certificate. - The name of each limited liability company as set forth...
§ 18-103. Reservation of name. - (a) The exclusive right to the use of a name...
§ 18-104. Registered office; registered agent. - (a) Each limited liability company shall have and maintain in...
§ 18-105. Service of process on domestic limited liability companies and protected series or registered series thereof. - (a) Service of legal process upon any domestic limited liability...
§ 18-106. Nature of business permitted; powers. - (a) A limited liability company may carry on any lawful...
§ 18-107. Business transactions of member or manager with the limited liability company. - Except as provided in a limited liability company agreement, a...
§ 18-108. Indemnification. - Subject to such standards and restrictions, if any, as are...
§ 18-109. Service of process on managers and liquidating trustees. - (a) A manager or a liquidating trustee of a limited...
§ 18-110. Contested matters relating to managers; contested votes. - (a) Upon application of any member or manager, the Court...
§ 18-111. Interpretation and enforcement of limited liability company agreement. - Any action to interpret, apply or enforce the provisions of...
§ 18-112. Judicial cancellation of certificate of formation; proceedings. - (a) Upon motion by the Attorney General, the Court of...
§ 18-113. Document form, signature and delivery. - (a) Except as provided in subsection (b) of this section,...
Subchapter II. Formation; Certificate of Formation
§ 18-201. Certificate of formation. - (a) In order to form a limited liability company, 1...
§ 18-202. Amendment to certificate of formation. - (a) A certificate of formation is amended by filing a...
§ 18-203. Cancellation of certificate. - (a) A certificate of formation shall be canceled upon the...
§ 18-204. Execution. - (a) Each certificate required by this subchapter to be filed...
§ 18-205. Execution, amendment or cancellation by judicial order. - (a) If a person required to execute a certificate required...
§ 18-206. Filing. - (a) The signed copy of any certificate authorized to be...
§ 18-207. Notice. - The fact that a certificate of formation is on file...
§ 18-208. Restated certificate. - (a) Restated certificate of formation. — (1) A limited liability...
§ 18-209. Merger and consolidation. - (a) As used in this section and in §§ 18-204,...
§ 18-210. No statutory appraisal rights. - Unless otherwise provided in a limited liability company agreement or...
§ 18-211. Certificate of correction. - (a) Whenever any certificate authorized to be filed with the...
§ 18-212. Domestication of non-United States entities. - (a) As used in this section and in § 18-204...
§ 18-213. Transfer or continuance of domestic limited liability companies. - (a) Upon compliance with this section, any limited liability company...
§ 18-214. Conversion of certain entities to a limited liability company. - (a) As used in this section and in § 18-204...
§ 18-215. Series of members, managers, limited liability company interests or assets. - (a) A limited liability company agreement may establish or provide...
§ 18-216. Approval of conversion of a limited liability company. - (a) Upon compliance with this section, a domestic limited liability...
§ 18-217. Division of a limited liability company. - (a) As used in this section and §§ 18-203 and...
§ 18-218. Registered series of members, managers, limited liability company interests or assets. - (a) If a limited liability company agreement provides for the...
§ 18-219. Approval of conversion of a protected series of a domestic limited liability company to a registered series of such domestic limited liability company. - (a) A protected series of a domestic limited liability company...
§ 18-220. Approval of conversion of a registered series of a domestic limited liability company to a protected series of such domestic limited liability company. - (a) Upon compliance with this section, a registered series of...
§ 18-221. Merger and consolidation of registered series. - (a) Pursuant to an agreement of merger or consolidation, 1...
Subchapter III. Members
§ 18-301. Admission of members. - (a) In connection with the formation of a limited liability...
§ 18-302. Classes and voting. - (a) A limited liability company agreement may provide for classes...
§ 18-303. Liability to third parties. - (a) Except as otherwise provided by this chapter, the debts,...
§ 18-304. Events of bankruptcy. - A person ceases to be a member of a limited...
§ 18-305. Access to and confidentiality of information; records. - (a) Each member of a limited liability company, in person...
§ 18-306. Remedies for breach of limited liability company agreement by member. - A limited liability company agreement may provide that: (1) A...
Subchapter IV. Managers
§ 18-401. Admission of managers. - A person may be named or designated as a manager...
§ 18-402. Management of limited liability company. - Unless otherwise provided in a limited liability company agreement, the...
§ 18-403. Contributions by a manager. - A manager of a limited liability company may make contributions...
§ 18-404. Classes and voting. - (a) A limited liability company agreement may provide for classes...
§ 18-405. Remedies for breach of limited liability company agreement by manager. - A limited liability company agreement may provide that: (1) A...
§ 18-406. Reliance on reports and information by member or manager. - A member, manager or liquidating trustee of a limited liability...
§ 18-407. Delegation of rights and powers to manage. - Unless otherwise provided in the limited liability company agreement, a...
Subchapter V. Finance
§ 18-501. Form of contribution. - The contribution of a member to a limited liability company...
§ 18-502. Liability for contribution. - (a) Except as provided in a limited liability company agreement,...
§ 18-503. Allocation of profits and losses. - The profits and losses of a limited liability company shall...
§ 18-504. Allocation of distributions. - Distributions of cash or other assets of a limited liability...
§ 18-505. Defense of usury not available. - No obligation of a member or manager of a limited...
Subchapter VI. Distributions and Resignation
§ 18-601. Interim distributions. - Except as provided in this subchapter, to the extent and...
§ 18-602. Resignation of manager. - A manager may resign as a manager of a limited...
§ 18-603. Resignation of member. - A member may resign from a limited liability company only...
§ 18-604. Distribution upon resignation. - Except as provided in this subchapter, upon resignation any resigning...
§ 18-605. Distribution in kind. - Except as provided in a limited liability company agreement, a...
§ 18-606. Right to distribution. - Subject to §§ 18-607 and 18-804 of this title, and...
§ 18-607. Limitations on distribution. - (a) A limited liability company shall not make a distribution...
Subchapter VII. Assignment of Limited Liability Company Interests
§ 18-701. Nature of limited liability company interest. - A limited liability company interest is personal property. A member...
§ 18-702. Assignment of limited liability company interest. - (a) A limited liability company interest is assignable in whole...
§ 18-703. Member's limited liability company interest subject to charging order. - (a) On application by a judgment creditor of a member...
§ 18-704. Right of assignee to become member. - (a) An assignee of a limited liability company interest becomes...
§ 18-705. Powers of estate of deceased or incompetent member. - If a member who is an individual dies or a...
Subchapter VIII. Dissolution
§ 18-801. Dissolution. - (a) A limited liability company is dissolved and its affairs...
§ 18-802. Judicial dissolution. - On application by or for a member or manager the...
§ 18-803. Winding up. - (a) Unless otherwise provided in a limited liability company agreement,...
§ 18-804. Distribution of assets. - (a) Upon the winding up of a limited liability company,...
§ 18-805. Trustees or receivers for limited liability companies; appointment; powers; duties. - When the certificate of formation of any limited liability company...
§ 18-806. Revocation of dissolution. - If a limited liability company agreement provides the manner in...
Subchapter IX. Foreign Limited Liability Companies
§ 18-901. Law governing. - (a) Subject to the Constitution of the State of Delaware:...
§ 18-902. Registration required; application. - Before doing business in the State of Delaware, a foreign...
§ 18-903. Issuance of registration. - (a) If the Secretary of State finds that an application...
§ 18-904. Name; registered office; registered agent. - (a) A foreign limited liability company may register with the...
§ 18-905. Amendments to application. - If any statement in the application for registration of a...
§ 18-906. Cancellation of registration. - A foreign limited liability company may cancel its registration by...
§ 18-907. Doing business without registration. - (a) A foreign limited liability company doing business in the...
§ 18-908. Foreign limited liability companies doing business without having qualified; injunctions. - The Court of Chancery shall have jurisdiction to enjoin any...
§ 18-909. Execution; liability. - Section 18-204(d) of this title shall be applicable to foreign...
§ 18-910. Service of process on registered foreign limited liability companies. - (a) Service of legal process upon any foreign limited liability...
§ 18-911. Service of process on unregistered foreign limited liability companies. - (a) Any foreign limited liability company which shall do business...
§ 18-912. Activities not constituting doing business. - (a) Activities of a foreign limited liability company in the...
Subchapter X. Derivative Actions
§ 18-1001. Right to bring action. - A member or an assignee of a limited liability company...
§ 18-1002. Proper plaintiff. - In a derivative action, the plaintiff must be a member...
§ 18-1003. Complaint. - In a derivative action, the complaint shall set forth with...
§ 18-1004. Expenses. - If a derivative action is successful, in whole or in...
Subchapter XI. Miscellaneous
§ 18-1101. Construction and application of chapter and limited liability company agreement. - (a) The rule that statutes in derogation of the common...
§ 18-1102. Short title. - This chapter may be cited as the “Delaware Limited Liability...
§ 18-1103. Severability. - If any provision of this chapter or its application to...
§ 18-1104. Cases not provided for in this chapter. - In any case not provided for in this chapter, the...
§ 18-1105. Fees. - (a) No document required to be filed under this chapter...
§ 18-1107. Taxation of limited liability companies and registered series. - (a) For purposes of any tax imposed by the State...
§ 18-1108. Cancellation of certificate of formation or certificate of registered series for failure to pay taxes. - (a) The certificate of formation of a domestic limited liability...
§ 18-1109. Revival of domestic limited liability company. - (a) A domestic limited liability company whose certificate of formation...
§ 18-1110. Revival of a registered series. - (a) A registered series whose certificate of registered series has...
Subchapter XII. Statutory Public Benefit Limited Liability Companies
§ 18-1201. Law applicable to statutory public benefit limited liability companies; how formed. - This subchapter applies to all statutory public benefit limited liability...
§ 18-1202. Statutory public benefit limited liability company defined; contents of certificate of formation and limited liability company agreement. - (a) A “statutory public benefit limited liability company” is a...
§ 18-1204. Duties of members or managers. - (a) The members or managers or other persons with authority...
§ 18-1205. Periodic statements and third-party certification. - A statutory public benefit limited liability company shall no less...
§ 18-1206. Derivative suits. - Members of a statutory public benefit limited liability company or...
§ 18-1207. No effect on other limited liability companies. - This subchapter shall not affect a statute or rule of...
§ 18-1208. Accomplishment by other means. - The provisions of this subchapter shall not be construed to...