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6 Del. C. ch. 18 — Delaware Limited Liability Company Act (§§ 18-101 et seq.)

Current as of 104 provisions

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Provisions

310 in the library

  1. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 18-206. Filing."]

    § 18-206. Filing.

    § 18-206. Filing. (a) The signed copy of any certificate authorized to be filed under this chapter shall be delivered to the Secretary of State. A person who…

  2. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 18-221. Merger and consolidation of registered series."]

    § 18-221. Merger and consolidation of registered series.

    § 18-221. Merger and consolidation of registered series. (a) Pursuant to an agreement of merger or consolidation, 1 or more registered series may merge or…

  3. ["CHAPTER 18. Limited Liability Company Act", "Subchapter I. General Provisions", "§ 18-107. Business transactions of member or manager with the limited liability company."]

    § 18-107. Business transactions of member or manager with the limited liability company.

    § 18-107. Business transactions of member or manager with the limited liability company. Except as provided in a limited liability company agreement, a member…

  4. ["CHAPTER 18. Limited Liability Company Act", "Subchapter VI. Distributions and Resignation", "§ 18-607. Limitations on distribution."]

    § 18-607. Limitations on distribution.

    § 18-607. Limitations on distribution. (a) A limited liability company shall not make a distribution to a member to the extent that at the time of the…

  5. ["CHAPTER 18. Limited Liability Company Act", "Subchapter V. Finance", "§ 18-501. Form of contribution."]

    § 18-501. Form of contribution.

    § 18-501. Form of contribution. The contribution of a member to a limited liability company may be in cash, property or services rendered, or a promissory note…

  6. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 18-202. Amendment to certificate of formation."]

    § 18-202. Amendment to certificate of formation.

    § 18-202. Amendment to certificate of formation. (a) A certificate of formation is amended by filing a certificate of amendment thereto in the office of the…

  7. ["CHAPTER 18. Limited Liability Company Act", "Subchapter VII. Assignment of Limited Liability Company Interests", "§ 18-703. Member’s limited liability company interest subject to charging order."]

    § 18-703. Member’s limited liability company interest subject to charging order.

    § 18-703. Member’s limited liability company interest subject to charging order. (a) On application by a judgment creditor of a member or of a member’s…

  8. ["CHAPTER 18. Limited Liability Company Act", "Subchapter IV. Managers", "§ 18-403. Contributions by a manager."]

    § 18-403. Contributions by a manager.

    § 18-403. Contributions by a manager. A manager of a limited liability company may make contributions to the limited liability company and share in the profits…

  9. ["CHAPTER 18. Limited Liability Company Act", "Subchapter X. Derivative Actions", "§ 18-1003. Complaint."]

    § 18-1003. Complaint.

    § 18-1003. Complaint. In a derivative action, the complaint shall set forth with particularity the effort, if any, of the plaintiff to secure initiation of the…

  10. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 18-201. Certificate of formation."]

    § 18-201. Certificate of formation.

    § 18-201. Certificate of formation. (a) In order to form a limited liability company, 1 or more authorized persons must execute a certificate of formation. The…

  11. ["CHAPTER 18. Limited Liability Company Act", "Subchapter XII. Statutory Public Benefit Limited Liability Companies", "§ 18-1204. Duties of members or managers."]

    § 18-1204. Duties of members or managers.

    § 18-1204. Duties of members or managers. (a) The members or managers or other persons with authority to manage or direct the business and affairs of a…

  12. ["CHAPTER 18. Limited Liability Company Act", "Subchapter VIII. Dissolution", "§ 18-804. Distribution of assets."]

    § 18-804. Distribution of assets.

    § 18-804. Distribution of assets. (a) Upon the winding up of a limited liability company, the assets shall be distributed as follows: (1) To creditors…

  13. ["CHAPTER 18. Limited Liability Company Act", "Subchapter XII. Statutory Public Benefit Limited Liability Companies", "§ 18-1206. Derivative suits."]

    § 18-1206. Derivative suits.

    § 18-1206. Derivative suits. Members of a statutory public benefit limited liability company or assignees of limited liability company interests in a statutory…

  14. ["CHAPTER 18. Limited Liability Company Act", "Subchapter IX. Foreign Limited Liability Companies", "§ 18-901. Law governing."]

    § 18-901. Law governing.

    § 18-901. Law governing. (a) Subject to the Constitution of the State of Delaware: (1) The laws of the state, territory, possession, or other jurisdiction or…

  15. ["CHAPTER 18. Limited Liability Company Act", "Subchapter I. General Provisions", "§ 18-105. Service of process on domestic limited liability companies and protected series or registered series thereof [Effective until Aug. 1, 2026]."]

    § 18-105. Service of process on domestic limited liability companies and protected series or registered series thereof [Effective until Aug. 1, 2026].

    § 18-105. Service of process on domestic limited liability companies and protected series or registered series thereof [Effective until Aug. 1, 2026]. (a)…

  16. ["CHAPTER 18. Limited Liability Company Act", "Subchapter VIII. Dissolution", "§ 18-806. Revocation of dissolution."]

    § 18-806. Revocation of dissolution.

    § 18-806. Revocation of dissolution. If a limited liability company agreement provides the manner in which a dissolution may be revoked, it may be revoked in…

  17. ["CHAPTER 18. Limited Liability Company Act", "Subchapter I. General Provisions", "§ 18-112. Judicial cancellation of certificate of formation; proceedings."]

    § 18-112. Judicial cancellation of certificate of formation; proceedings.

    § 18-112. Judicial cancellation of certificate of formation; proceedings. (a) Upon motion by the Attorney General, the Court of Chancery shall have…

  18. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 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."]

    § 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.

    § 18-220. Approval of conversion of a registered series of a domestic limited liability company to a protected series of such domestic limited liability…

  19. ["CHAPTER 18. Limited Liability Company Act", "Subchapter IV. Managers", "§ 18-405. Remedies for breach of limited liability company agreement by manager."]

    § 18-405. Remedies for breach of limited liability company agreement by manager.

    § 18-405. Remedies for breach of limited liability company agreement by manager. A limited liability company agreement may provide that: (1) A manager who…

  20. ["CHAPTER 18. Limited Liability Company Act", "Subchapter VI. Distributions and Resignation", "§ 18-602. Resignation of manager."]

    § 18-602. Resignation of manager.

    § 18-602. Resignation of manager. A manager may resign as a manager of a limited liability company at the time or upon the happening of events specified in a…

  21. ["CHAPTER 18. Limited Liability Company Act", "Subchapter IX. Foreign Limited Liability Companies", "§ 18-907. Doing business without registration."]

    § 18-907. Doing business without registration.

    § 18-907. Doing business without registration. (a) A foreign limited liability company doing business in the State of Delaware may not maintain any action…

  22. ["CHAPTER 18. Limited Liability Company Act", "Subchapter XII. Statutory Public Benefit Limited Liability Companies", "§ 18-1208. Accomplishment by other means."]

    § 18-1208. Accomplishment by other means.

    § 18-1208. Accomplishment by other means. The provisions of this subchapter shall not be construed to limit the accomplishment by any other means permitted by…

  23. ["CHAPTER 18. Limited Liability Company Act", "Subchapter XI. Miscellaneous", "§ 18-1110. Revival of a registered series."]

    § 18-1110. Revival of a registered series.

    § 18-1110. Revival of a registered series. (a) A registered series whose certificate of registered series has been canceled pursuant to § 18-1108(b) of this…

  24. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 18-210. No statutory appraisal rights."]

    § 18-210. No statutory appraisal rights.

    § 18-210. No statutory appraisal rights. Unless otherwise provided in a limited liability company agreement or an agreement of merger or consolidation or a…

  25. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 18-209. Merger and consolidation [Effective until Aug. 1, 2026]."]

    § 18-209. Merger and consolidation [Effective until Aug. 1, 2026].

    § 18-209. Merger and consolidation [Effective until Aug. 1, 2026]. (a) As used in this section and in §§ 18-204, 18-217, 18-219, 18-220 and 18-221 of this…

  26. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 18-207. Notice."]

    § 18-207. Notice.

    § 18-207. Notice. The fact that a certificate of formation is on file in the office of the Secretary of State is notice that the entity formed in connection…

  27. ["CHAPTER 18. Limited Liability Company Act", "Subchapter VI. Distributions and Resignation", "§ 18-606. Right to distribution."]

    § 18-606. Right to distribution.

    § 18-606. Right to distribution. Subject to §§ 18-607 and 18-804 of this title, and unless otherwise provided in a limited liability company agreement, at the…

  28. ["CHAPTER 18. Limited Liability Company Act", "Subchapter IV. Managers", "§ 18-407. Delegation of rights and powers to manage."]

    § 18-407. Delegation of rights and powers to manage.

    § 18-407. Delegation of rights and powers to manage. Unless otherwise provided in the limited liability company agreement, a member or manager of a limited…

  29. ["CHAPTER 18. Limited Liability Company Act", "Subchapter X. Derivative Actions", "§ 18-1002. Proper plaintiff."]

    § 18-1002. Proper plaintiff.

    § 18-1002. Proper plaintiff. In a derivative action, the plaintiff must be a member or an assignee of a limited liability company interest at the time of…

  30. ["CHAPTER 18. Limited Liability Company Act", "Subchapter I. General Provisions", "§ 18-108. Indemnification."]

    § 18-108. Indemnification.

    § 18-108. Indemnification. Subject to such standards and restrictions, if any, as are set forth in its limited liability company agreement, a limited liability…

  31. ["CHAPTER 18. Limited Liability Company Act", "Subchapter V. Finance", "§ 18-502. Liability for contribution."]

    § 18-502. Liability for contribution.

    § 18-502. Liability for contribution. (a) Except as provided in a limited liability company agreement, a member is obligated to a limited liability company to…

  32. ["CHAPTER 18. Limited Liability Company Act", "Subchapter VI. Distributions and Resignation", "§ 18-601. Interim distributions."]

    § 18-601. Interim distributions.

    § 18-601. Interim distributions. Except as provided in this subchapter, to the extent and at the times or upon the happening of the events specified in a…

  33. ["CHAPTER 18. Limited Liability Company Act", "Subchapter V. Finance", "§ 18-505. Defense of usury not available."]

    § 18-505. Defense of usury not available.

    § 18-505. Defense of usury not available. No obligation of a member or manager of a limited liability company to the limited liability company, or to a member…

  34. ["CHAPTER 18. Limited Liability Company Act", "Subchapter I. General Provisions", "§ 18-113. Document form, signature and delivery."]

    § 18-113. Document form, signature and delivery.

    § 18-113. Document form, signature and delivery. (a) Except as provided in subsection (b) of this section, without limiting the manner in which any act or…

  35. ["CHAPTER 18. Limited Liability Company Act", "Subchapter VII. Assignment of Limited Liability Company Interests", "§ 18-704. Right of assignee to become member."]

    § 18-704. Right of assignee to become member.

    § 18-704. Right of assignee to become member. (a) An assignee of a limited liability company interest becomes a member: (1) As provided in the limited…

  36. ["CHAPTER 18. Limited Liability Company Act", "Subchapter VIII. Dissolution", "§ 18-803. Winding up."]

    § 18-803. Winding up.

    § 18-803. Winding up. (a) Unless otherwise provided in a limited liability company agreement, a manager who has not wrongfully dissolved a limited liability…

  37. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 18-215. Series of members, managers, limited liability company interests or assets [Effective until Aug. 1, 2026]."]

    § 18-215. Series of members, managers, limited liability company interests or assets [Effective until Aug. 1, 2026].

    § 18-215. Series of members, managers, limited liability company interests or assets [Effective until Aug. 1, 2026]. (a) A limited liability company agreement…

  38. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 18-204. Execution."]

    § 18-204. Execution.

    § 18-204. Execution. (a) Each certificate required by this chapter to be filed in the office of the Secretary of State shall be executed by 1 or more…

  39. ["CHAPTER 18. Limited Liability Company Act", "Subchapter IX. Foreign Limited Liability Companies", "§ 18-906. Cancellation of registration."]

    § 18-906. Cancellation of registration.

    § 18-906. Cancellation of registration. A foreign limited liability company may cancel its registration by filing with the Secretary of State a certificate of…

  40. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 18-208. Restated certificate."]

    § 18-208. Restated certificate.

    § 18-208. Restated certificate. (a) Restated certificate of formation. — (1) A limited liability company may, whenever desired, integrate into a single…

  41. ["CHAPTER 18. Limited Liability Company Act", "Subchapter III. Members", "§ 18-302. Classes and voting."]

    § 18-302. Classes and voting.

    § 18-302. Classes and voting. (a) A limited liability company agreement may provide for classes or groups of members having such relative rights, powers and…

  42. ["CHAPTER 18. Limited Liability Company Act", "Subchapter IX. Foreign Limited Liability Companies", "§ 18-904. Name; registered office; registered agent."]

    § 18-904. Name; registered office; registered agent.

    § 18-904. Name; registered office; registered agent. (a) A foreign limited liability company may register with the Secretary of State under any name (whether…

  43. ["CHAPTER 18. Limited Liability Company Act", "Subchapter IX. Foreign Limited Liability Companies", "§ 18-908. Foreign limited liability companies doing business without having qualified; injunctions."]

    § 18-908. Foreign limited liability companies doing business without having qualified; injunctions.

    § 18-908. Foreign limited liability companies doing business without having qualified; injunctions. The Court of Chancery shall have jurisdiction to enjoin any…

  44. ["CHAPTER 18. Limited Liability Company Act", "Subchapter IV. Managers", "§ 18-406. Reliance on reports and information by member or manager."]

    § 18-406. Reliance on reports and information by member or manager.

    § 18-406. Reliance on reports and information by member or manager. A member, manager or liquidating trustee of a limited liability company shall be fully…

  45. ["CHAPTER 18. Limited Liability Company Act", "Subchapter III. Members", "§ 18-306. Remedies for breach of limited liability company agreement by member."]

    § 18-306. Remedies for breach of limited liability company agreement by member.

    § 18-306. Remedies for breach of limited liability company agreement by member. A limited liability company agreement may provide that: (1) A member who fails…

  46. ["CHAPTER 18. Limited Liability Company Act", "Subchapter XII. Statutory Public Benefit Limited Liability Companies", "§ 18-1205. Periodic statements and third-party certification."]

    § 18-1205. Periodic statements and third-party certification.

    § 18-1205. Periodic statements and third-party certification. A statutory public benefit limited liability company shall no less than biennially provide its…

  47. ["CHAPTER 18. Limited Liability Company Act", "Subchapter X. Derivative Actions", "§ 18-1004. Expenses."]

    § 18-1004. Expenses.

    § 18-1004. Expenses. If a derivative action is successful, in whole or in part, as a result of a judgment, compromise or settlement of any such action, the…

  48. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 18-214. Conversion of certain entities to a limited liability company."]

    § 18-214. Conversion of certain entities to a limited liability company.

    § 18-214. Conversion of certain entities to a limited liability company. (a) As used in this section and in § 18-204 of this title, the term “other entity”…

  49. ["CHAPTER 18. Limited Liability Company Act", "Subchapter IV. Managers", "§ 18-401. Admission of managers."]

    § 18-401. Admission of managers.

    § 18-401. Admission of managers. A person may be named or designated as a manager of the limited liability company as provided in § 18-101(12) of this title.

  50. ["CHAPTER 18. Limited Liability Company Act", "Subchapter XI. Miscellaneous", "§ 18-1102. Short title."]

    § 18-1102. Short title.

    § 18-1102. Short title. This chapter may be cited as the “Delaware Limited Liability Company Act.”

  51. ["CHAPTER 18. Limited Liability Company Act", "Subchapter XII. Statutory Public Benefit Limited Liability Companies", "§ 18-1201. Law applicable to statutory public benefit limited liability companies; how formed."]

    § 18-1201. Law applicable to statutory public benefit limited liability companies; how formed.

    § 18-1201. Law applicable to statutory public benefit limited liability companies; how formed. This subchapter applies to all statutory public benefit limited…

  52. ["CHAPTER 18. Limited Liability Company Act", "Subchapter XI. Miscellaneous", "§ 18-1109. Revival of domestic limited liability company."]

    § 18-1109. Revival of domestic limited liability company.

    § 18-1109. Revival of domestic limited liability company. (a) A domestic limited liability company whose certificate of formation has been canceled pursuant to…

  53. ["CHAPTER 18. Limited Liability Company Act", "Subchapter I. General Provisions", "§ 18-110. Contested matters relating to managers; contested votes."]

    § 18-110. Contested matters relating to managers; contested votes.

    § 18-110. Contested matters relating to managers; contested votes. (a) Upon application of any member or manager, the Court of Chancery may hear and determine…

  54. ["CHAPTER 18. Limited Liability Company Act", "Subchapter VII. Assignment of Limited Liability Company Interests", "§ 18-701. Nature of limited liability company interest."]

    § 18-701. Nature of limited liability company interest.

    § 18-701. Nature of limited liability company interest. A limited liability company interest is personal property. A member has no interest in specific limited…

  55. ["CHAPTER 18. Limited Liability Company Act", "Subchapter I. General Provisions", "§ 18-102. Name set forth in certificate."]

    § 18-102. Name set forth in certificate.

    § 18-102. Name set forth in certificate. The name of each limited liability company as set forth in its certificate of formation: (1) Shall contain the words…

  56. ["CHAPTER 18. Limited Liability Company Act", "Subchapter VI. Distributions and Resignation", "§ 18-603. Resignation of member."]

    § 18-603. Resignation of member.

    § 18-603. Resignation of member. A member may resign from a limited liability company only at the time or upon the happening of events specified in a limited…

  57. ["CHAPTER 18. Limited Liability Company Act", "Subchapter I. General Provisions", "§ 18-106. Nature of business permitted; powers."]

    § 18-106. Nature of business permitted; powers.

    § 18-106. Nature of business permitted; powers. (a) A limited liability company may carry on any lawful business, purpose or activity, whether or not for…

  58. ["CHAPTER 18. Limited Liability Company Act", "Subchapter VI. Distributions and Resignation", "§ 18-604. Distribution upon resignation."]

    § 18-604. Distribution upon resignation.

    § 18-604. Distribution upon resignation. Except as provided in this subchapter, upon resignation any resigning member is entitled to receive any distribution…

  59. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 18-218. Registered series of members, managers, limited liability company interests or assets."]

    § 18-218. Registered series of members, managers, limited liability company interests or assets.

    § 18-218. Registered series of members, managers, limited liability company interests or assets. (a) If a limited liability company agreement provides for the…

  60. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 18-205. Execution, amendment or cancellation by judicial order."]

    § 18-205. Execution, amendment or cancellation by judicial order.

    § 18-205. Execution, amendment or cancellation by judicial order. (a) If a person required to execute a certificate required by this chapter fails or refuses…

  61. ["CHAPTER 18. Limited Liability Company Act", "Subchapter XI. Miscellaneous", "§ 18-1104. Cases not provided for in this chapter."]

    § 18-1104. Cases not provided for in this chapter.

    § 18-1104. Cases not provided for in this chapter. In any case not provided for in this chapter, the rules of law and equity, including the rules of law and…

  62. ["CHAPTER 18. Limited Liability Company Act", "Subchapter IV. Managers", "§ 18-404. Classes and voting."]

    § 18-404. Classes and voting.

    § 18-404. Classes and voting. (a) A limited liability company agreement may provide for classes or groups of managers having such relative rights, powers and…

  63. ["CHAPTER 18. Limited Liability Company Act", "Subchapter I. General Provisions", "§ 18-109. Service of process on managers and liquidating trustees [Effective until Aug. 1, 2026]."]

    § 18-109. Service of process on managers and liquidating trustees [Effective until Aug. 1, 2026].

    § 18-109. Service of process on managers and liquidating trustees [Effective until Aug. 1, 2026]. (a) A manager or a liquidating trustee of a limited liability…

  64. ["CHAPTER 18. Limited Liability Company Act", "Subchapter VII. Assignment of Limited Liability Company Interests", "§ 18-702. Assignment of limited liability company interest."]

    § 18-702. Assignment of limited liability company interest.

    § 18-702. Assignment of limited liability company interest. (a) A limited liability company interest is assignable in whole or in part except as provided in a…

  65. ["CHAPTER 18. Limited Liability Company Act", "Subchapter XI. Miscellaneous", "§ 18-1105. Fees [Effective until Aug. 1, 2026]."]

    § 18-1105. Fees [Effective until Aug. 1, 2026].

    § 18-1105. Fees [Effective until Aug. 1, 2026]. (a) No document required to be filed under this chapter shall be effective until the applicable fee required by…

  66. ["CHAPTER 18. Limited Liability Company Act", "Subchapter VIII. Dissolution", "§ 18-802. Judicial dissolution."]

    § 18-802. Judicial dissolution.

    § 18-802. Judicial dissolution. On application by or for a member or manager the Court of Chancery may decree dissolution of a limited liability company…

  67. ["CHAPTER 18. Limited Liability Company Act", "Subchapter XI. Miscellaneous", "§ 18-1106. Reserved power of State of Delaware to alter or repeal chapter."]

    § 18-1106. Reserved power of State of Delaware to alter or repeal chapter.

    § 18-1106. Reserved power of State of Delaware to alter or repeal chapter. All provisions of this chapter may be altered from time to time or repealed and all…

  68. ["CHAPTER 18. Limited Liability Company Act", "Subchapter XI. Miscellaneous", "§ 18-1103. Severability."]

    § 18-1103. Severability.

    § 18-1103. Severability. If any provision of this chapter or its application to any person or circumstances is held invalid, the invalidity does not affect…

  69. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 18-216. Approval of conversion of a limited liability company."]

    § 18-216. Approval of conversion of a limited liability company.

    § 18-216. Approval of conversion of a limited liability company. (a) Upon compliance with this section, a domestic limited liability company may convert to a…

  70. ["CHAPTER 18. Limited Liability Company Act", "Subchapter IX. Foreign Limited Liability Companies", "§ 18-911. Service of process on unregistered foreign limited liability companies [Effective until Aug. 1, 2026]."]

    § 18-911. Service of process on unregistered foreign limited liability companies [Effective until Aug. 1, 2026].

    § 18-911. Service of process on unregistered foreign limited liability companies [Effective until Aug. 1, 2026]. (a) Any foreign limited liability company…

  71. ["CHAPTER 18. Limited Liability Company Act", "Subchapter IX. Foreign Limited Liability Companies", "§ 18-909. Execution; liability."]

    § 18-909. Execution; liability.

    § 18-909. Execution; liability. Section 18-204(d) of this title shall be applicable to foreign limited liability companies as if they were domestic limited…

  72. ["CHAPTER 18. Limited Liability Company Act", "Subchapter III. Members", "§ 18-301. Admission of members."]

    § 18-301. Admission of members.

    § 18-301. Admission of members. (a) In connection with the formation of a limited liability company, a person is admitted as a member of the limited liability…

  73. ["CHAPTER 18. Limited Liability Company Act", "Subchapter XI. Miscellaneous", "§ 18-1108. Cancellation of certificate of formation or certificate of registered series for failure to pay taxes."]

    § 18-1108. Cancellation of certificate of formation or certificate of registered series for failure to pay taxes.

    § 18-1108. Cancellation of certificate of formation or certificate of registered series for failure to pay taxes. (a) The certificate of formation of a…

  74. ["CHAPTER 18. Limited Liability Company Act", "Subchapter XII. Statutory Public Benefit Limited Liability Companies", "§ 18-1207. No effect on other limited liability companies."]

    § 18-1207. No effect on other limited liability companies.

    § 18-1207. No effect on other limited liability companies. This subchapter shall not affect a statute or rule of law that is applicable to a limited liability…

  75. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 18-217. Division of a limited liability company."]

    § 18-217. Division of a limited liability company.

    § 18-217. Division of a limited liability company. (a) As used in this section and §§ 18-203 and 18-301 of this title: (1) “Dividing company” means the…

  76. ["CHAPTER 18. Limited Liability Company Act", "Subchapter III. Members", "§ 18-305. Access to and confidentiality of information; records."]

    § 18-305. Access to and confidentiality of information; records.

    § 18-305. Access to and confidentiality of information; records. (a) Each member of a limited liability company, in person or by attorney or other agent, has…

  77. ["CHAPTER 18. Limited Liability Company Act", "Subchapter IX. Foreign Limited Liability Companies", "§ 18-910. Service of process on registered foreign limited liability companies [Effective until Aug. 1, 2026]."]

    § 18-910. Service of process on registered foreign limited liability companies [Effective until Aug. 1, 2026].

    § 18-910. Service of process on registered foreign limited liability companies [Effective until Aug. 1, 2026]. (a) Service of legal process upon any foreign…

  78. ["CHAPTER 18. Limited Liability Company Act", "Subchapter III. Members", "§ 18-303. Liability to third parties."]

    § 18-303. Liability to third parties.

    § 18-303. Liability to third parties. (a) Except as otherwise provided by this chapter, the debts, obligations and liabilities of a limited liability company…

  79. ["CHAPTER 18. Limited Liability Company Act", "Subchapter VI. Distributions and Resignation", "§ 18-605. Distribution in kind."]

    § 18-605. Distribution in kind.

    § 18-605. Distribution in kind. Except as provided in a limited liability company agreement, a member, regardless of the nature of the member’s contribution…

  80. ["CHAPTER 18. Limited Liability Company Act", "Subchapter V. Finance", "§ 18-504. Allocation of distributions."]

    § 18-504. Allocation of distributions.

    § 18-504. Allocation of distributions. Distributions of cash or other assets of a limited liability company shall be allocated among the members, and among…

  81. ["CHAPTER 18. Limited Liability Company Act", "Subchapter IX. Foreign Limited Liability Companies", "§ 18-912. Activities not constituting doing business."]

    § 18-912. Activities not constituting doing business.

    § 18-912. Activities not constituting doing business. (a) Activities of a foreign limited liability company in the State of Delaware that do not constitute…

  82. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 18-211. Certificate of correction."]

    § 18-211. Certificate of correction.

    § 18-211. Certificate of correction. (a) Whenever any certificate authorized to be filed with the office of the Secretary of State under any provision of this…

  83. ["CHAPTER 18. Limited Liability Company Act", "Subchapter XII. Statutory Public Benefit Limited Liability Companies", "§ 18-1202. Statutory public benefit limited liability company defined; contents of certificate of formation and limited liability company agreement."]

    § 18-1202. Statutory public benefit limited liability company defined; contents of certificate of formation and limited liability company agreement.

    § 18-1202. Statutory public benefit limited liability company defined; contents of certificate of formation and limited liability company agreement. (a) A…

  84. ["CHAPTER 18. Limited Liability Company Act", "Subchapter I. General Provisions", "§ 18-103. Reservation of name."]

    § 18-103. Reservation of name.

    § 18-103. Reservation of name. (a) The exclusive right to the use of a name may be reserved by: (1) Any person intending to organize a limited liability…

  85. ["CHAPTER 18. Limited Liability Company Act", "Subchapter V. Finance", "§ 18-503. Allocation of profits and losses."]

    § 18-503. Allocation of profits and losses.

    § 18-503. Allocation of profits and losses. The profits and losses of a limited liability company shall be allocated among the members, and among classes or…

  86. ["CHAPTER 18. Limited Liability Company Act", "Subchapter I. General Provisions", "§ 18-111. Interpretation and enforcement of limited liability company agreement."]

    § 18-111. Interpretation and enforcement of limited liability company agreement.

    § 18-111. Interpretation and enforcement of limited liability company agreement. Any action to interpret, apply or enforce the provisions of a limited…

  87. ["CHAPTER 18. Limited Liability Company Act", "Subchapter V. Finance", "§ 18-506. Irrevocability of subscription."]

    § 18-506. Irrevocability of subscription.

    § 18-506. Irrevocability of subscription. For all purposes of the laws of the State of Delaware, a subscription for a limited liability company interest…

  88. ["CHAPTER 18. Limited Liability Company Act", "Subchapter I. General Provisions", "§ 18-101. Definitions [Effective until Aug. 1, 2026]."]

    § 18-101. Definitions [Effective until Aug. 1, 2026].

    § 18-101. Definitions [Effective until Aug. 1, 2026]. As used in this chapter unless the context otherwise requires: (1) “Bankruptcy” means an event that…

  89. ["CHAPTER 18. Limited Liability Company Act", "Subchapter VIII. Dissolution", "§ 18-805. Trustees or receivers for limited liability companies; appointment; powers; duties."]

    § 18-805. Trustees or receivers for limited liability companies; appointment; powers; duties.

    § 18-805. Trustees or receivers for limited liability companies; appointment; powers; duties. When the certificate of formation of any limited liability…

  90. ["CHAPTER 18. Limited Liability Company Act", "Subchapter IV. Managers", "§ 18-402. Management of limited liability company."]

    § 18-402. Management of limited liability company.

    § 18-402. Management of limited liability company. Unless otherwise provided in a limited liability company agreement, the management of a limited liability…

  91. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 18-212. Domestication of non-United States entities."]

    § 18-212. Domestication of non-United States entities.

    § 18-212. Domestication of non-United States entities. (a) As used in this section and in § 18-204 of this title, “non-United States entity” means a foreign…

  92. ["CHAPTER 18. Limited Liability Company Act", "Subchapter III. Members", "§ 18-304. Events of bankruptcy."]

    § 18-304. Events of bankruptcy.

    § 18-304. Events of bankruptcy. A person ceases to be a member of a limited liability company upon the happening of any of the following events: (1) Unless…

  93. ["CHAPTER 18. Limited Liability Company Act", "Subchapter VII. Assignment of Limited Liability Company Interests", "§ 18-705. Powers of estate of deceased or incompetent member."]

    § 18-705. Powers of estate of deceased or incompetent member.

    § 18-705. Powers of estate of deceased or incompetent member. If a member who is an individual dies or a court of competent jurisdiction adjudges the member to…

  94. ["CHAPTER 18. Limited Liability Company Act", "Subchapter XI. Miscellaneous", "§ 18-1101. Construction and application of chapter and limited liability company agreement."]

    § 18-1101. Construction and application of chapter and limited liability company agreement.

    § 18-1101. Construction and application of chapter and limited liability company agreement. (a) The rule that statutes in derogation of the common law are to…

  95. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 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."]

    § 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.

    § 18-219. Approval of conversion of a protected series of a domestic limited liability company to a registered series of such domestic limited liability…

  96. ["CHAPTER 18. Limited Liability Company Act", "Subchapter I. General Provisions", "§ 18-104. Registered office; registered agent."]

    § 18-104. Registered office; registered agent.

    § 18-104. Registered office; registered agent. (a) Each limited liability company shall have and maintain in the State of Delaware: (1) A registered office…

  97. ["CHAPTER 18. Limited Liability Company Act", "Subchapter XI. Miscellaneous", "§ 18-1107. Taxation of limited liability companies and registered series."]

    § 18-1107. Taxation of limited liability companies and registered series.

    § 18-1107. Taxation of limited liability companies and registered series. (a) For purposes of any tax imposed by the State of Delaware or any instrumentality…

  98. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 18-213. Transfer or continuance of domestic limited liability companies."]

    § 18-213. Transfer or continuance of domestic limited liability companies.

    § 18-213. Transfer or continuance of domestic limited liability companies. (a) Upon compliance with this section, any limited liability company may transfer to…

  99. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 18-203. Cancellation of certificate."]

    § 18-203. Cancellation of certificate.

    § 18-203. Cancellation of certificate. (a) A certificate of formation shall be canceled upon the dissolution and the completion of winding up of a limited…

  100. ["CHAPTER 18. Limited Liability Company Act", "Subchapter X. Derivative Actions", "§ 18-1001. Right to bring action."]

    § 18-1001. Right to bring action.

    § 18-1001. Right to bring action. A member or an assignee of a limited liability company interest may bring an action in the Court of Chancery in the right of…

  101. ["CHAPTER 18. Limited Liability Company Act", "Subchapter IX. Foreign Limited Liability Companies", "§ 18-902. Registration required; application."]

    § 18-902. Registration required; application.

    § 18-902. Registration required; application. Before doing business in the State of Delaware, a foreign limited liability company shall register with the…

  102. ["CHAPTER 18. Limited Liability Company Act", "Subchapter IX. Foreign Limited Liability Companies", "§ 18-905. Amendments to application."]

    § 18-905. Amendments to application.

    § 18-905. Amendments to application. If any statement in the application for registration of a foreign limited liability company was false when made or any…

  103. ["CHAPTER 18. Limited Liability Company Act", "Subchapter IX. Foreign Limited Liability Companies", "§ 18-903. Issuance of registration."]

    § 18-903. Issuance of registration.

    § 18-903. Issuance of registration. (a) If the Secretary of State finds that an application for registration conforms to law and all requisite fees have been…

  104. ["CHAPTER 18. Limited Liability Company Act", "Subchapter VIII. Dissolution", "§ 18-801. Dissolution."]

    § 18-801. Dissolution.

    § 18-801. Dissolution. (a) A limited liability company is dissolved and its affairs shall be wound up upon the first to occur of the following: (1) At the time…

  105. ["CHAPTER 18. Limited Liability Company Act", "Subchapter I. General Provisions", "§ 18-103. Reservation of name."]

    § 18-103. Reservation of name.

    § 18-103. Reservation of name. (5) Any person intending to organize a foreign limited liability company and intending to have it register in the State of…

  106. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 18-214. Conversion of certain entities to a limited liability company."]

    § 18-214. Conversion of certain entities to a limited liability company.

    § 18-214. Conversion of certain entities to a limited liability company. (2) The name and type of entity of the other entity immediately prior to the filing of…

  107. ["CHAPTER 18. Limited Liability Company Act", "Subchapter I. General Provisions", "§ 18-106. Nature of business permitted; powers."]

    § 18-106. Nature of business permitted; powers.

    § 18-106. Nature of business permitted; powers. 8. (b) A limited liability company shall possess and may exercise all the powers and privileges granted by this…

  108. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 18-213. Transfer or continuance of domestic limited liability companies."]

    § 18-213. Transfer or continuance of domestic limited liability companies.

    § 18-213. Transfer or continuance of domestic limited liability companies. be authorized as provided in this subsection (b), a certificate of transfer if the…

  109. ["CHAPTER 18. Limited Liability Company Act", "Subchapter VIII. Dissolution", "§ 18-801. Dissolution."]

    § 18-801. Dissolution.

    § 18-801. Dissolution. (4) At any time there are no members; provided, that the limited liability company is not dissolved and is not required to be wound up…

  110. ["CHAPTER 18. Limited Liability Company Act", "Subchapter I. General Provisions", "§ 18-105. Service of process on domestic limited liability companies and protected series or registered series thereof [Effective until Aug. 1, 2026]."]

    § 18-105. Service of process on domestic limited liability companies and protected series or registered series thereof [Effective until Aug. 1, 2026].

    § 18-105. Service of process on domestic limited liability companies and protected series or registered series thereof [Effective until Aug. 1, 2026]. the…

  111. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 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."]

    § 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.

    § 18-220. Approval of conversion of a registered series of a domestic limited liability company to a protected series of such domestic limited liability…

  112. ["CHAPTER 18. Limited Liability Company Act", "Subchapter VIII. Dissolution", "§ 18-804. Distribution of assets."]

    § 18-804. Distribution of assets.

    § 18-804. Distribution of assets. (3) Shall make such provision as will be reasonably likely to be sufficient to provide compensation for claims that have not…

  113. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 18-212. Domestication of non-United States entities."]

    § 18-212. Domestication of non-United States entities.

    § 18-212. Domestication of non-United States entities. (1) The date on which and jurisdiction where the non-United States entity was first formed…

  114. ["CHAPTER 18. Limited Liability Company Act", "Subchapter IX. Foreign Limited Liability Companies", "§ 18-911. Service of process on unregistered foreign limited liability companies [Effective until Aug. 1, 2026]."]

    § 18-911. Service of process on unregistered foreign limited liability companies [Effective until Aug. 1, 2026].

    § 18-911. Service of process on unregistered foreign limited liability companies [Effective until Aug. 1, 2026]. of State in accordance with subsection (a) of…

  115. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 18-216. Approval of conversion of a limited liability company."]

    § 18-216. Approval of conversion of a limited liability company.

    § 18-216. Approval of conversion of a limited liability company. State and effective on or prior to July 31, 2015, shall continue to be governed by the third…

  116. ["CHAPTER 18. Limited Liability Company Act", "Subchapter I. General Provisions", "§ 18-102. Name set forth in certificate."]

    § 18-102. Name set forth in certificate.

    § 18-102. Name set forth in certificate. (3) Must be such as to distinguish it upon the records in the office of the Secretary of State from the name on such…

  117. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 18-204. Execution."]

    § 18-204. Execution.

    § 18-204. Execution. agreement, shall not be affected by subsequent death, disability, incapacity, dissolution, termination of existence or bankruptcy of, or…

  118. ["CHAPTER 18. Limited Liability Company Act", "Subchapter VII. Assignment of Limited Liability Company Interests", "§ 18-702. Assignment of limited liability company interest."]

    § 18-702. Assignment of limited liability company interest.

    § 18-702. Assignment of limited liability company interest. (3) A member ceases to be a member and to have the power to exercise any rights or powers of a…

  119. ["CHAPTER 18. Limited Liability Company Act", "Subchapter I. General Provisions", "§ 18-113. Document form, signature and delivery."]

    § 18-113. Document form, signature and delivery.

    § 18-113. Document form, signature and delivery. (3) Unless otherwise provided in the limited liability company agreement or agreed between the sender and…

  120. ["CHAPTER 18. Limited Liability Company Act", "Subchapter I. General Provisions", "§ 18-101. Definitions [Effective until Aug. 1, 2026]."]

    § 18-101. Definitions [Effective until Aug. 1, 2026].

    § 18-101. Definitions [Effective until Aug. 1, 2026]. (6) “Foreign limited liability company” means a limited liability company formed under the laws of any…

  121. ["CHAPTER 18. Limited Liability Company Act", "Subchapter V. Finance", "§ 18-502. Liability for contribution."]

    § 18-502. Liability for contribution.

    § 18-502. Liability for contribution. conditions of the obligation have been satisfied or waived as to or by such member. Conditional obligations include…

  122. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 18-209. Merger and consolidation [Effective until Aug. 1, 2026]."]

    § 18-209. Merger and consolidation [Effective until Aug. 1, 2026].

    § 18-209. Merger and consolidation [Effective until Aug. 1, 2026]. in the profits of the domestic limited liability company owned by all of the members. In…

  123. ["CHAPTER 18. Limited Liability Company Act", "Subchapter I. General Provisions", "§ 18-109. Service of process on managers and liquidating trustees [Effective until Aug. 1, 2026]."]

    § 18-109. Service of process on managers and liquidating trustees [Effective until Aug. 1, 2026].

    § 18-109. Service of process on managers and liquidating trustees [Effective until Aug. 1, 2026]. 18-101 of this title, participates materially in the…

  124. ["CHAPTER 18. Limited Liability Company Act", "Subchapter XII. Statutory Public Benefit Limited Liability Companies", "§ 18-1204. Duties of members or managers."]

    § 18-1204. Duties of members or managers.

    § 18-1204. Duties of members or managers. liability company if such person’s decision is both informed and disinterested and not such that no person of…

  125. ["CHAPTER 18. Limited Liability Company Act", "Subchapter XI. Miscellaneous", "§ 18-1105. Fees [Effective until Aug. 1, 2026]."]

    § 18-1105. Fees [Effective until Aug. 1, 2026].

    § 18-1105. Fees [Effective until Aug. 1, 2026]. (3) of this title (except as otherwise provided in paragraph (a) (11) of this section), a certificate of…

  126. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 18-211. Certificate of correction."]

    § 18-211. Certificate of correction.

    § 18-211. Certificate of correction. Delaware in connection with the filing of the corrected certificate. The corrected certificate shall be specifically…

  127. ["CHAPTER 18. Limited Liability Company Act", "Subchapter IX. Foreign Limited Liability Companies", "§ 18-910. Service of process on registered foreign limited liability companies [Effective until Aug. 1, 2026]."]

    § 18-910. Service of process on registered foreign limited liability companies [Effective until Aug. 1, 2026].

    § 18-910. Service of process on registered foreign limited liability companies [Effective until Aug. 1, 2026]. cannot by due diligence serve the process in any…

  128. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 18-208. Restated certificate."]

    § 18-208. Restated certificate.

    § 18-208. Restated certificate. (3) A restated certificate of formation shall state, either in its heading or in an introductory paragraph, the limited…

  129. ["CHAPTER 18. Limited Liability Company Act", "Subchapter VI. Distributions and Resignation", "§ 18-607. Limitations on distribution."]

    § 18-607. Limitations on distribution.

    § 18-607. Limitations on distribution. applicable law for the amount of a distribution. (c) Unless otherwise agreed, a member who receives a distribution from…

  130. ["CHAPTER 18. Limited Liability Company Act", "Subchapter III. Members", "§ 18-302. Classes and voting."]

    § 18-302. Classes and voting.

    § 18-302. Classes and voting. person or by proxy, or any other matter with respect to the exercise of any such right to vote. (d) Unless otherwise provided in…

  131. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 18-201. Certificate of formation."]

    § 18-201. Certificate of formation.

    § 18-201. Certificate of formation. (3) Any other matters the members determine to include therein. (b) A limited liability company is formed at the time of…

  132. ["CHAPTER 18. Limited Liability Company Act", "Subchapter IX. Foreign Limited Liability Companies", "§ 18-902. Registration required; application."]

    § 18-902. Registration required; application.

    § 18-902. Registration required; application. (2) A certificate, as of a date not earlier than 6 months prior to the filing date, issued by an authorized…

  133. ["CHAPTER 18. Limited Liability Company Act", "Subchapter III. Members", "§ 18-301. Admission of members."]

    § 18-301. Admission of members.

    § 18-301. Admission of members. (3) In the case of a person being admitted as a member of a surviving or resulting limited liability company pursuant to a…

  134. ["CHAPTER 18. Limited Liability Company Act", "Subchapter VIII. Dissolution", "§ 18-806. Revocation of dissolution."]

    § 18-806. Revocation of dissolution.

    § 18-806. Revocation of dissolution. (2) of this title (other than a dissolution effected by the vote or consent of the members (or other persons whose…

  135. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 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."]

    § 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.

    § 18-219. Approval of conversion of a protected series of a domestic limited liability company to a registered series of such domestic limited liability…

  136. ["CHAPTER 18. Limited Liability Company Act", "Subchapter XII. Statutory Public Benefit Limited Liability Companies", "§ 18-1202. Statutory public benefit limited liability company defined; contents of certificate of formation and limited liability company agreement."]

    § 18-1202. Statutory public benefit limited liability company defined; contents of certificate of formation and limited liability company agreement.

    § 18-1202. Statutory public benefit limited liability company defined; contents of certificate of formation and limited liability company agreement. be…

  137. ["CHAPTER 18. Limited Liability Company Act", "Subchapter IX. Foreign Limited Liability Companies", "§ 18-912. Activities not constituting doing business."]

    § 18-912. Activities not constituting doing business.

    § 18-912. Activities not constituting doing business. (12) Doing business in the State of Delaware as an insurance company. (b) A person shall not be deemed to…

  138. ["CHAPTER 18. Limited Liability Company Act", "Subchapter IX. Foreign Limited Liability Companies", "§ 18-904. Name; registered office; registered agent."]

    § 18-904. Name; registered office; registered agent.

    § 18-904. Name; registered office; registered agent. (2) A registered agent for service of process on the foreign limited liability company, having a business…

  139. ["CHAPTER 18. Limited Liability Company Act", "Subchapter XI. Miscellaneous", "§ 18-1107. Taxation of limited liability companies and registered series."]

    § 18-1107. Taxation of limited liability companies and registered series.

    § 18-1107. Taxation of limited liability companies and registered series. following the close of the calendar year or upon the cancellation of a certificate of…

  140. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 18-221. Merger and consolidation of registered series."]

    § 18-221. Merger and consolidation of registered series.

    § 18-221. Merger and consolidation of registered series. of merger or consolidation of registered series executed by 1 or more authorized persons on behalf of…

  141. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 18-206. Filing."]

    § 18-206. Filing.

    § 18-206. Filing. (4) Cause to be entered such information from the certificate as the Secretary of State deems appropriate into the Delaware Corporation…

  142. ["CHAPTER 18. Limited Liability Company Act", "Subchapter I. General Provisions", "§ 18-104. Registered office; registered agent."]

    § 18-104. Registered office; registered agent.

    § 18-104. Registered office; registered agent. (2) of this title and filing with the Secretary of State a certificate, executed by such registered agent…

  143. ["CHAPTER 18. Limited Liability Company Act", "Subchapter IV. Managers", "§ 18-407. Delegation of rights and powers to manage."]

    § 18-407. Delegation of rights and powers to manage.

    § 18-407. Delegation of rights and powers to manage. other law shall be construed to restrict a member’s or manager’s power and authority to delegate any or…

  144. ["CHAPTER 18. Limited Liability Company Act", "Subchapter VII. Assignment of Limited Liability Company Interests", "§ 18-704. Right of assignee to become member."]

    § 18-704. Right of assignee to become member.

    § 18-704. Right of assignee to become member. (3) Unless otherwise provided in the limited liability company agreement by a specific reference to this…

  145. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 18-203. Cancellation of certificate."]

    § 18-203. Cancellation of certificate.

    § 18-203. Cancellation of certificate. (3) If the limited liability company has formed 1 or more registered series whose certificate of registered series has…

  146. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 18-215. Series of members, managers, limited liability company interests or assets [Effective until Aug. 1, 2026]."]

    § 18-215. Series of members, managers, limited liability company interests or assets [Effective until Aug. 1, 2026].

    § 18-215. Series of members, managers, limited liability company interests or assets [Effective until Aug. 1, 2026]. liabilities, obligations and expenses…

  147. ["CHAPTER 18. Limited Liability Company Act", "Subchapter XI. Miscellaneous", "§ 18-1101. Construction and application of chapter and limited liability company agreement."]

    § 18-1101. Construction and application of chapter and limited liability company agreement.

    § 18-1101. Construction and application of chapter and limited liability company agreement. party to or is otherwise bound by a limited liability company…

  148. ["CHAPTER 18. Limited Liability Company Act", "Subchapter IV. Managers", "§ 18-404. Classes and voting."]

    § 18-404. Classes and voting.

    § 18-404. Classes and voting. right to vote. (d) Unless otherwise provided in a limited liability company agreement, meetings of managers may be held by means…

  149. ["CHAPTER 18. Limited Liability Company Act", "Subchapter XI. Miscellaneous", "§ 18-1109. Revival of domestic limited liability company."]

    § 18-1109. Revival of domestic limited liability company.

    § 18-1109. Revival of domestic limited liability company. (5) Any other matters the persons executing the certificate of revival of limited liability company…

  150. ["CHAPTER 18. Limited Liability Company Act", "Subchapter XI. Miscellaneous", "§ 18-1110. Revival of a registered series."]

    § 18-1110. Revival of a registered series.

    § 18-1110. Revival of a registered series. (3) of this title with respect to the matters set forth in such certificate of revival. (c) Upon the filing of a…

  151. ["CHAPTER 18. Limited Liability Company Act", "Subchapter III. Members", "§ 18-305. Access to and confidentiality of information; records."]

    § 18-305. Access to and confidentiality of information; records.

    § 18-305. Access to and confidentiality of information; records. (6) Other information regarding the affairs of the limited liability company as is just and…

  152. ["CHAPTER 18. Limited Liability Company Act", "Subchapter I. General Provisions", "§ 18-110. Contested matters relating to managers; contested votes."]

    § 18-110. Contested matters relating to managers; contested votes.

    § 18-110. Contested matters relating to managers; contested votes. to the registered agent by the applicant member or manager. The Court may make such order…

  153. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 18-218. Registered series of members, managers, limited liability company interests or assets."]

    § 18-218. Registered series of members, managers, limited liability company interests or assets.

    § 18-218. Registered series of members, managers, limited liability company interests or assets. 18-215 of this title. Any reference to § 18-215 of this title…

  154. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 18-217. Division of a limited liability company."]

    § 18-217. Division of a limited liability company.

    § 18-217. Division of a limited liability company. (7) “Surviving company” means a dividing company that survives the division. (b) Pursuant to a plan of…

  155. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 18-216. Approval of conversion of a limited liability company."]

    § 18-216. Approval of conversion of a limited liability company.

    § 18-216. Approval of conversion of a limited liability company. 2015. (c) Unless otherwise agreed, the conversion of a domestic limited liability company to…

  156. ["CHAPTER 18. Limited Liability Company Act", "Subchapter I. General Provisions", "§ 18-104. Registered office; registered agent."]

    § 18-104. Registered office; registered agent.

    § 18-104. Registered office; registered agent. (2) of this title. A change of name of any person acting as a registered agent of a limited liability company as…

  157. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 18-218. Registered series of members, managers, limited liability company interests or assets."]

    § 18-218. Registered series of members, managers, limited liability company interests or assets.

    § 18-218. Registered series of members, managers, limited liability company interests or assets. or otherwise that any or all of the debts, liabilities…

  158. ["CHAPTER 18. Limited Liability Company Act", "Subchapter I. General Provisions", "§ 18-101. Definitions [Effective until Aug. 1, 2026]."]

    § 18-101. Definitions [Effective until Aug. 1, 2026].

    § 18-101. Definitions [Effective until Aug. 1, 2026]. (9) “Limited liability company agreement” means any agreement (whether referred to as a limited liability…

  159. ["CHAPTER 18. Limited Liability Company Act", "Subchapter IX. Foreign Limited Liability Companies", "§ 18-910. Service of process on registered foreign limited liability companies [Effective until Aug. 1, 2026]."]

    § 18-910. Service of process on registered foreign limited liability companies [Effective until Aug. 1, 2026].

    § 18-910. Service of process on registered foreign limited liability companies [Effective until Aug. 1, 2026]. of the State of Delaware, which sum shall be…

  160. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 18-206. Filing."]

    § 18-206. Filing.

    § 18-206. Filing. (5) Upon request made upon or prior to delivery, the Secretary of State may, to the extent deemed practicable, establish as the date and time…

  161. ["CHAPTER 18. Limited Liability Company Act", "Subchapter I. General Provisions", "§ 18-103. Reservation of name."]

    § 18-103. Reservation of name.

    § 18-103. Reservation of name. notation thereon of the action taken by the Secretary of State. (c) A fee as set forth in § 18-1105(a) (1) of this title shall…

  162. ["CHAPTER 18. Limited Liability Company Act", "Subchapter XI. Miscellaneous", "§ 18-1105. Fees [Effective until Aug. 1, 2026]."]

    § 18-1105. Fees [Effective until Aug. 1, 2026].

    § 18-1105. Fees [Effective until Aug. 1, 2026]. (4) For certifying copies of any paper on file as provided for by this chapter, a fee in the amount of $50 for…

  163. ["CHAPTER 18. Limited Liability Company Act", "Subchapter I. General Provisions", "§ 18-105. Service of process on domestic limited liability companies and protected series or registered series thereof [Effective until Aug. 1, 2026]."]

    § 18-105. Service of process on domestic limited liability companies and protected series or registered series thereof [Effective until Aug. 1, 2026].

    § 18-105. Service of process on domestic limited liability companies and protected series or registered series thereof [Effective until Aug. 1, 2026]. of State…

  164. ["CHAPTER 18. Limited Liability Company Act", "Subchapter VIII. Dissolution", "§ 18-801. Dissolution."]

    § 18-801. Dissolution.

    § 18-801. Dissolution. of a member to the limited liability company after there is no longer a remaining member of the limited liability company. (5) The entry…

  165. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 18-208. Restated certificate."]

    § 18-208. Restated certificate.

    § 18-208. Restated certificate. (5) Any amendment or change effected in connection with the restatement and integration of the certificate of formation shall…

  166. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 18-213. Transfer or continuance of domestic limited liability companies."]

    § 18-213. Transfer or continuance of domestic limited liability companies.

    § 18-213. Transfer or continuance of domestic limited liability companies. (5) That the transfer or domestication or continuance of the limited liability…

  167. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 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."]

    § 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.

    § 18-220. Approval of conversion of a registered series of a domestic limited liability company to a protected series of such domestic limited liability…

  168. ["CHAPTER 18. Limited Liability Company Act", "Subchapter XI. Miscellaneous", "§ 18-1109. Revival of domestic limited liability company."]

    § 18-1109. Revival of domestic limited liability company.

    § 18-1109. Revival of domestic limited liability company. (4) or § 18-1108(a) of this title, with the same force and effect and to all intents and purposes as…

  169. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 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."]

    § 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.

    § 18-219. Approval of conversion of a protected series of a domestic limited liability company to a registered series of such domestic limited liability…

  170. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 18-221. Merger and consolidation of registered series."]

    § 18-221. Merger and consolidation of registered series.

    § 18-221. Merger and consolidation of registered series. (7) That a copy of the agreement of merger or consolidation will be furnished by the surviving or…

  171. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 18-214. Conversion of certain entities to a limited liability company."]

    § 18-214. Conversion of certain entities to a limited liability company.

    § 18-214. Conversion of certain entities to a limited liability company. (4) The future effective date or time (which shall be a date or time certain) of the…

  172. ["CHAPTER 18. Limited Liability Company Act", "Subchapter III. Members", "§ 18-305. Access to and confidentiality of information; records."]

    § 18-305. Access to and confidentiality of information; records.

    § 18-305. Access to and confidentiality of information; records. the member. (f) Any action to enforce any right arising under this section shall be brought in…

  173. ["CHAPTER 18. Limited Liability Company Act", "Subchapter III. Members", "§ 18-301. Admission of members."]

    § 18-301. Admission of members.

    § 18-301. Admission of members. (4) In the case of a person being admitted as a member of a division company pursuant to a division approved in accordance with…

  174. ["CHAPTER 18. Limited Liability Company Act", "Subchapter VIII. Dissolution", "§ 18-804. Distribution of assets."]

    § 18-804. Distribution of assets.

    § 18-804. Distribution of assets. in violation of subsection (a) of this section, and who did not know at the time of the distribution that the distribution…

  175. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 18-215. Series of members, managers, limited liability company interests or assets [Effective until Aug. 1, 2026]."]

    § 18-215. Series of members, managers, limited liability company interests or assets [Effective until Aug. 1, 2026].

    § 18-215. Series of members, managers, limited liability company interests or assets [Effective until Aug. 1, 2026]. limited liability company, through a…

  176. ["CHAPTER 18. Limited Liability Company Act", "Subchapter III. Members", "§ 18-302. Classes and voting."]

    § 18-302. Classes and voting.

    § 18-302. Classes and voting. otherwise permitted by applicable law. Unless otherwise provided in a limited liability company agreement, a consent transmitted…

  177. ["CHAPTER 18. Limited Liability Company Act", "Subchapter I. General Provisions", "§ 18-110. Contested matters relating to managers; contested votes."]

    § 18-110. Contested matters relating to managers; contested votes.

    § 18-110. Contested matters relating to managers; contested votes. (2) Whether or not a member of a limited liability company, who, although not a “manager” as…

  178. ["CHAPTER 18. Limited Liability Company Act", "Subchapter I. General Provisions", "§ 18-106. Nature of business permitted; powers."]

    § 18-106. Nature of business permitted; powers.

    § 18-106. Nature of business permitted; powers. agreement making such act or transaction void or voidable may be waived) by the members, managers, or other…

  179. ["CHAPTER 18. Limited Liability Company Act", "Subchapter IX. Foreign Limited Liability Companies", "§ 18-904. Name; registered office; registered agent."]

    § 18-904. Name; registered office; registered agent.

    § 18-904. Name; registered office; registered agent. (7) of this title and filing with the Secretary of State a certificate, executed by such registered agent…

  180. ["CHAPTER 18. Limited Liability Company Act", "Subchapter IV. Managers", "§ 18-404. Classes and voting."]

    § 18-404. Classes and voting.

    § 18-404. Classes and voting. transmitted by electronic transmission by a manager or by a person or persons authorized to act for a manager shall be deemed to…

  181. ["CHAPTER 18. Limited Liability Company Act", "Subchapter I. General Provisions", "§ 18-113. Document form, signature and delivery."]

    § 18-113. Document form, signature and delivery.

    § 18-113. Document form, signature and delivery. (1) A document filed with or submitted to the Secretary of State, the Register in Chancery, or a court or…

  182. ["CHAPTER 18. Limited Liability Company Act", "Subchapter I. General Provisions", "§ 18-102. Name set forth in certificate."]

    § 18-102. Name set forth in certificate.

    § 18-102. Name set forth in certificate. to amend its certificate of formation to comply with this subsection; (4) May contain the following words: “Company,”…

  183. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 18-209. Merger and consolidation [Effective until Aug. 1, 2026]."]

    § 18-209. Merger and consolidation [Effective until Aug. 1, 2026].

    § 18-209. Merger and consolidation [Effective until Aug. 1, 2026]. 2015. (c) Except in the case of a merger under subsection (i) of this section, if a domestic…

  184. ["CHAPTER 18. Limited Liability Company Act", "Subchapter XI. Miscellaneous", "§ 18-1107. Taxation of limited liability companies and registered series."]

    § 18-1107. Taxation of limited liability companies and registered series.

    § 18-1107. Taxation of limited liability companies and registered series. of any domestic limited liability company, registered series or foreign limited…

  185. ["CHAPTER 18. Limited Liability Company Act", "Subchapter I. General Provisions", "§ 18-109. Service of process on managers and liquidating trustees [Effective until Aug. 1, 2026]."]

    § 18-109. Service of process on managers and liquidating trustees [Effective until Aug. 1, 2026].

    § 18-109. Service of process on managers and liquidating trustees [Effective until Aug. 1, 2026]. provided, the time in which a defendant shall be required to…

  186. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 18-212. Domestication of non-United States entities."]

    § 18-212. Domestication of non-United States entities.

    § 18-212. Domestication of non-United States entities. (6) That the domestication has been approved in the manner provided for by the document, instrument…

  187. ["CHAPTER 18. Limited Liability Company Act", "Subchapter VII. Assignment of Limited Liability Company Interests", "§ 18-702. Assignment of limited liability company interest."]

    § 18-702. Assignment of limited liability company interest.

    § 18-702. Assignment of limited liability company interest. agreement, any such interest so acquired by the limited liability company shall be deemed canceled.

  188. ["CHAPTER 18. Limited Liability Company Act", "Subchapter XI. Miscellaneous", "§ 18-1110. Revival of a registered series."]

    § 18-1110. Revival of a registered series.

    § 18-1110. Revival of a registered series. its certificate of registered series had at all times remained in full force and effect.

  189. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 18-217. Division of a limited liability company."]

    § 18-217. Division of a limited liability company.

    § 18-217. Division of a limited liability company. specified in the limited liability company agreement for authorizing a merger or consolidation that involves…

  190. ["CHAPTER 18. Limited Liability Company Act", "Subchapter VIII. Dissolution", "§ 18-806. Revocation of dissolution."]

    § 18-806. Revocation of dissolution.

    § 18-806. Revocation of dissolution. (3) In the case of dissolution effected by the occurrence of an event that causes the last remaining member to cease to be…

  191. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 18-213. Transfer or continuance of domestic limited liability companies."]

    § 18-213. Transfer or continuance of domestic limited liability companies.

    § 18-213. Transfer or continuance of domestic limited liability companies. (6) of this section by means of electronic transmission but only as prescribed by…

  192. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 18-212. Domestication of non-United States entities."]

    § 18-212. Domestication of non-United States entities.

    § 18-212. Domestication of non-United States entities. this chapter, shall apply to the non-United States entity to the same extent as if the non-United States…

  193. ["CHAPTER 18. Limited Liability Company Act", "Subchapter XI. Miscellaneous", "§ 18-1109. Revival of domestic limited liability company."]

    § 18-1109. Revival of domestic limited liability company.

    § 18-1109. Revival of domestic limited liability company. (4) or § 18-1108(a) of this title. After the revival of the limited liability company, the limited…

  194. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 18-221. Merger and consolidation of registered series."]

    § 18-221. Merger and consolidation of registered series.

    § 18-221. Merger and consolidation of registered series. (4) of this section shall be deemed to be an amendment to the certificate of registered series of the…

  195. ["CHAPTER 18. Limited Liability Company Act", "Subchapter XI. Miscellaneous", "§ 18-1105. Fees [Effective until Aug. 1, 2026]."]

    § 18-1105. Fees [Effective until Aug. 1, 2026].

    § 18-1105. Fees [Effective until Aug. 1, 2026]. (6) Upon the receipt for filing of an application for registration as a foreign limited liability company under…

  196. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 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."]

    § 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.

    § 18-220. Approval of conversion of a registered series of a domestic limited liability company to a protected series of such domestic limited liability…

  197. ["CHAPTER 18. Limited Liability Company Act", "Subchapter I. General Provisions", "§ 18-104. Registered office; registered agent."]

    § 18-104. Registered office; registered agent.

    § 18-104. Registered office; registered agent. (2) of this title and filing a certificate with the Secretary of State stating that it resigns and the name and…

  198. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 18-215. Series of members, managers, limited liability company interests or assets [Effective until Aug. 1, 2026]."]

    § 18-215. Series of members, managers, limited liability company interests or assets [Effective until Aug. 1, 2026].

    § 18-215. Series of members, managers, limited liability company interests or assets [Effective until Aug. 1, 2026]. and a reference to members or managers…

  199. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 18-208. Restated certificate."]

    § 18-208. Restated certificate.

    § 18-208. Restated certificate. (2) If a restated certificate of registered series merely restates and integrates but does not further amend the initial…

  200. ["CHAPTER 18. Limited Liability Company Act", "Subchapter III. Members", "§ 18-305. Access to and confidentiality of information; records."]

    § 18-305. Access to and confidentiality of information; records.

    § 18-305. Access to and confidentiality of information; records. establish: (1) That the demanding member or manager has complied with the provisions of this…

  201. ["CHAPTER 18. Limited Liability Company Act", "Subchapter I. General Provisions", "§ 18-101. Definitions [Effective until Aug. 1, 2026]."]

    § 18-101. Definitions [Effective until Aug. 1, 2026].

    § 18-101. Definitions [Effective until Aug. 1, 2026]. of a member to the extent assigned: 1. If such person (or a representative authorized by such person…

  202. ["CHAPTER 18. Limited Liability Company Act", "Subchapter I. General Provisions", "§ 18-109. Service of process on managers and liquidating trustees [Effective until Aug. 1, 2026]."]

    § 18-109. Service of process on managers and liquidating trustees [Effective until Aug. 1, 2026].

    § 18-109. Service of process on managers and liquidating trustees [Effective until Aug. 1, 2026]. respecting the form of process, the manner of issuance and…

  203. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 18-209. Merger and consolidation [Effective until Aug. 1, 2026]."]

    § 18-209. Merger and consolidation [Effective until Aug. 1, 2026].

    § 18-209. Merger and consolidation [Effective until Aug. 1, 2026]. (5) In the case of a consolidation in which the resulting entity is a domestic limited…

  204. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 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."]

    § 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.

    § 18-219. Approval of conversion of a protected series of a domestic limited liability company to a registered series of such domestic limited liability…

  205. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 18-218. Registered series of members, managers, limited liability company interests or assets."]

    § 18-218. Registered series of members, managers, limited liability company interests or assets.

    § 18-218. Registered series of members, managers, limited liability company interests or assets. shall apply to a registered series: (1) A registered series…

  206. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 18-206. Filing."]

    § 18-206. Filing.

    § 18-206. Filing. (6) If: a. Together with the actual delivery of a certificate and tender of the required fees, there is delivered to the Secretary of State a…

  207. ["CHAPTER 18. Limited Liability Company Act", "Subchapter I. General Provisions", "§ 18-106. Nature of business permitted; powers."]

    § 18-106. Nature of business permitted; powers.

    § 18-106. Nature of business permitted; powers. (2) To amend the limited liability company agreement in a manner that would permit such act or transaction to…

  208. ["CHAPTER 18. Limited Liability Company Act", "Subchapter XI. Miscellaneous", "§ 18-1107. Taxation of limited liability companies and registered series."]

    § 18-1107. Taxation of limited liability companies and registered series.

    § 18-1107. Taxation of limited liability companies and registered series. liability company and shall be governed in all respects by said sections. (g) The…

  209. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 18-216. Approval of conversion of a limited liability company."]

    § 18-216. Approval of conversion of a limited liability company.

    § 18-216. Approval of conversion of a limited liability company. other than the State of Delaware, a certificate of conversion to non-Delaware entity executed…

  210. ["CHAPTER 18. Limited Liability Company Act", "Subchapter III. Members", "§ 18-302. Classes and voting."]

    § 18-302. Classes and voting.

    § 18-302. Classes and voting. This subsection shall only apply to a limited liability company whose original certificate of formation was filed with the…

  211. ["CHAPTER 18. Limited Liability Company Act", "Subchapter III. Members", "§ 18-301. Admission of members."]

    § 18-301. Admission of members.

    § 18-301. Admission of members. Unless otherwise provided in a limited liability company agreement, a person may be admitted as the sole member of a limited…

  212. ["CHAPTER 18. Limited Liability Company Act", "Subchapter IX. Foreign Limited Liability Companies", "§ 18-904. Name; registered office; registered agent."]

    § 18-904. Name; registered office; registered agent.

    § 18-904. Name; registered office; registered agent. (7) of this title. A change of name of any person acting as a registered agent of a foreign limited…

  213. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 18-214. Conversion of certain entities to a limited liability company."]

    § 18-214. Conversion of certain entities to a limited liability company.

    § 18-214. Conversion of certain entities to a limited liability company. as all other things and causes of action belonging to such other entity, shall remain…

  214. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 18-217. Division of a limited liability company."]

    § 18-217. Division of a limited liability company.

    § 18-217. Division of a limited liability company. domestic limited liability company or any other business entity which is not a division company or may be…

  215. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 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."]

    § 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.

    § 18-219. Approval of conversion of a protected series of a domestic limited liability company to a registered series of such domestic limited liability…

  216. ["CHAPTER 18. Limited Liability Company Act", "Subchapter XI. Miscellaneous", "§ 18-1107. Taxation of limited liability companies and registered series."]

    § 18-1107. Taxation of limited liability companies and registered series.

    § 18-1107. Taxation of limited liability companies and registered series. for which such domestic limited liability company, registered series or foreign…

  217. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 18-221. Merger and consolidation of registered series."]

    § 18-221. Merger and consolidation of registered series.

    § 18-221. Merger and consolidation of registered series. agreement or other agreement or as otherwise permitted by law, including that the limited liability…

  218. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 18-208. Restated certificate."]

    § 18-208. Restated certificate.

    § 18-208. Restated certificate. (3) A restated certificate of registered series shall state, either in its heading or in an introductory paragraph, the name of…

  219. ["CHAPTER 18. Limited Liability Company Act", "Subchapter IX. Foreign Limited Liability Companies", "§ 18-904. Name; registered office; registered agent."]

    § 18-904. Name; registered office; registered agent.

    § 18-904. Name; registered office; registered agent. (7) of this title and filing a certificate with the Secretary of State stating that it resigns and the…

  220. ["CHAPTER 18. Limited Liability Company Act", "Subchapter III. Members", "§ 18-305. Access to and confidentiality of information; records."]

    § 18-305. Access to and confidentiality of information; records.

    § 18-305. Access to and confidentiality of information; records. (2) That the information the demanding member or manager seeks is reasonably related to the…

  221. ["CHAPTER 18. Limited Liability Company Act", "Subchapter I. General Provisions", "§ 18-101. Definitions [Effective until Aug. 1, 2026]."]

    § 18-101. Definitions [Effective until Aug. 1, 2026].

    § 18-101. Definitions [Effective until Aug. 1, 2026]. (12) “Manager” means a person who is named as a manager of a limited liability company in, or designated…

  222. ["CHAPTER 18. Limited Liability Company Act", "Subchapter I. General Provisions", "§ 18-104. Registered office; registered agent."]

    § 18-104. Registered office; registered agent.

    § 18-104. Registered office; registered agent. (2) of this title and filing a certificate of resignation with the Secretary of State, but such resignation…

  223. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 18-212. Domestication of non-United States entities."]

    § 18-212. Domestication of non-United States entities.

    § 18-212. Domestication of non-United States entities. and the title to any real property vested by deed or otherwise in such non-United States entity shall…

  224. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 18-218. Registered series of members, managers, limited liability company interests or assets."]

    § 18-218. Registered series of members, managers, limited liability company interests or assets.

    § 18-218. Registered series of members, managers, limited liability company interests or assets. (3) A limited liability company agreement may provide for…

  225. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 18-206. Filing."]

    § 18-206. Filing.

    § 18-206. Filing. this subsection, an extraordinary condition means: any emergency resulting from an attack on, invasion or occupation by foreign military…

  226. ["CHAPTER 18. Limited Liability Company Act", "Subchapter XI. Miscellaneous", "§ 18-1105. Fees [Effective until Aug. 1, 2026]."]

    § 18-1105. Fees [Effective until Aug. 1, 2026].

    § 18-1105. Fees [Effective until Aug. 1, 2026]. (4) of this section, a fee in the amount of $50, except that for issuing any certificate of the Secretary of…

  227. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 18-215. Series of members, managers, limited liability company interests or assets [Effective until Aug. 1, 2026]."]

    § 18-215. Series of members, managers, limited liability company interests or assets [Effective until Aug. 1, 2026].

    § 18-215. Series of members, managers, limited liability company interests or assets [Effective until Aug. 1, 2026]. (3) A limited liability company agreement…

  228. ["CHAPTER 18. Limited Liability Company Act", "Subchapter I. General Provisions", "§ 18-106. Nature of business permitted; powers."]

    § 18-106. Nature of business permitted; powers.

    § 18-106. Nature of business permitted; powers. giving of the notice is not a condition to the effectiveness of such ratification or waiver. The provisions of…

  229. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 18-213. Transfer or continuance of domestic limited liability companies."]

    § 18-213. Transfer or continuance of domestic limited liability companies.

    § 18-213. Transfer or continuance of domestic limited liability companies. 2015. (c) Upon the filing in the office of the Secretary of State of the certificate…

  230. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 18-214. Conversion of certain entities to a limited liability company."]

    § 18-214. Conversion of certain entities to a limited liability company.

    § 18-214. Conversion of certain entities to a limited liability company. liability company pursuant to this section, for all purposes of the laws of the State…

  231. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 18-216. Approval of conversion of a limited liability company."]

    § 18-216. Approval of conversion of a limited liability company.

    § 18-216. Approval of conversion of a limited liability company. (6) of this section shall be mailed to it by the Secretary of State. Process may be served…

  232. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 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."]

    § 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.

    § 18-220. Approval of conversion of a registered series of a domestic limited liability company to a protected series of such domestic limited liability…

  233. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 18-209. Merger and consolidation [Effective until Aug. 1, 2026]."]

    § 18-209. Merger and consolidation [Effective until Aug. 1, 2026].

    § 18-209. Merger and consolidation [Effective until Aug. 1, 2026]. (9) If the surviving or resulting entity is not a domestic limited liability company, or a…

  234. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 18-217. Division of a limited liability company."]

    § 18-217. Division of a limited liability company.

    § 18-217. Division of a limited liability company. (3) Shall effect the adoption of a limited liability company agreement for each resulting company. Any…

  235. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 18-212. Domestication of non-United States entities."]

    § 18-212. Domestication of non-United States entities.

    § 18-212. Domestication of non-United States entities. entity in the form of a domestic limited liability company. Unless otherwise agreed, for all purposes of…

  236. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 18-221. Merger and consolidation of registered series."]

    § 18-221. Merger and consolidation of registered series.

    § 18-221. Merger and consolidation of registered series. or contracted by it. Unless otherwise agreed, a merger or consolidation of a registered series of a…

  237. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 18-217. Division of a limited liability company."]

    § 18-217. Division of a limited liability company.

    § 18-217. Division of a limited liability company. (1) The terms and conditions of the division, including: a. Any conversion or exchange of the limited…

  238. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 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."]

    § 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.

    § 18-219. Approval of conversion of a protected series of a domestic limited liability company to a registered series of such domestic limited liability…

  239. ["CHAPTER 18. Limited Liability Company Act", "Subchapter I. General Provisions", "§ 18-104. Registered office; registered agent."]

    § 18-104. Registered office; registered agent.

    § 18-104. Registered office; registered agent. (and each protected series and each registered series thereof) for which the resigned registered agent had been…

  240. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 18-213. Transfer or continuance of domestic limited liability companies."]

    § 18-213. Transfer or continuance of domestic limited liability companies.

    § 18-213. Transfer or continuance of domestic limited liability companies. company out of the State of Delaware in accordance with this section shall not…

  241. ["CHAPTER 18. Limited Liability Company Act", "Subchapter XI. Miscellaneous", "§ 18-1105. Fees [Effective until Aug. 1, 2026]."]

    § 18-1105. Fees [Effective until Aug. 1, 2026].

    § 18-1105. Fees [Effective until Aug. 1, 2026]. (1) For all services described in subsection (a) of this section that are requested to be completed within 30…

  242. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 18-215. Series of members, managers, limited liability company interests or assets [Effective until Aug. 1, 2026]."]

    § 18-215. Series of members, managers, limited liability company interests or assets [Effective until Aug. 1, 2026].

    § 18-215. Series of members, managers, limited liability company interests or assets [Effective until Aug. 1, 2026]. (4) A limited liability company agreement…

  243. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 18-218. Registered series of members, managers, limited liability company interests or assets."]

    § 18-218. Registered series of members, managers, limited liability company interests or assets.

    § 18-218. Registered series of members, managers, limited liability company interests or assets. (4) A limited liability company agreement may grant to all or…

  244. ["CHAPTER 18. Limited Liability Company Act", "Subchapter I. General Provisions", "§ 18-101. Definitions [Effective until Aug. 1, 2026]."]

    § 18-101. Definitions [Effective until Aug. 1, 2026].

    § 18-101. Definitions [Effective until Aug. 1, 2026]. (14) “Person” means a natural person, partnership (whether general or limited), limited liability…

  245. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 18-208. Restated certificate."]

    § 18-208. Restated certificate.

    § 18-208. Restated certificate. (5) Any amendment or change effected in connection with the restatement and integration of a certificate of registered series…

  246. ["CHAPTER 18. Limited Liability Company Act", "Subchapter IX. Foreign Limited Liability Companies", "§ 18-904. Name; registered office; registered agent."]

    § 18-904. Name; registered office; registered agent.

    § 18-904. Name; registered office; registered agent. (7) of this title and filing a certificate of resignation with the Secretary of State, but such…

  247. ["CHAPTER 18. Limited Liability Company Act", "Subchapter III. Members", "§ 18-305. Access to and confidentiality of information; records."]

    § 18-305. Access to and confidentiality of information; records.

    § 18-305. Access to and confidentiality of information; records. of each member and manager.

  248. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 18-206. Filing."]

    § 18-206. Filing.

    § 18-206. Filing. (6)c., and any such determination shall be conclusive in the absence of actual fraud. If the Secretary of State establishes the date and time…

  249. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 18-214. Conversion of certain entities to a limited liability company."]

    § 18-214. Conversion of certain entities to a limited liability company.

    § 18-214. Conversion of certain entities to a limited liability company. other agreement or as otherwise permitted by law, including by the amendment of a…

  250. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 18-216. Approval of conversion of a limited liability company."]

    § 18-216. Approval of conversion of a limited liability company.

    § 18-216. Approval of conversion of a limited liability company. (6) of this section by means of electronic transmission but only as prescribed by the…

  251. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 18-209. Merger and consolidation [Effective until Aug. 1, 2026]."]

    § 18-209. Merger and consolidation [Effective until Aug. 1, 2026].

    § 18-209. Merger and consolidation [Effective until Aug. 1, 2026]. or resulting other business entity at all such addresses furnished by the plaintiff in…

  252. ["CHAPTER 18. Limited Liability Company Act", "Subchapter XI. Miscellaneous", "§ 18-1107. Taxation of limited liability companies and registered series."]

    § 18-1107. Taxation of limited liability companies and registered series.

    § 18-1107. Taxation of limited liability companies and registered series. a registered series formed under this chapter, and each protected series thereof…

  253. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 18-216. Approval of conversion of a limited liability company."]

    § 18-216. Approval of conversion of a limited liability company.

    § 18-216. Approval of conversion of a limited liability company. with this section and the resulting cessation of its existence as a limited liability company…

  254. ["CHAPTER 18. Limited Liability Company Act", "Subchapter XI. Miscellaneous", "§ 18-1105. Fees [Effective until Aug. 1, 2026]."]

    § 18-1105. Fees [Effective until Aug. 1, 2026].

    § 18-1105. Fees [Effective until Aug. 1, 2026]. (3) For all services described in subsection (a) of this section that are requested to be completed within a…

  255. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 18-215. Series of members, managers, limited liability company interests or assets [Effective until Aug. 1, 2026]."]

    § 18-215. Series of members, managers, limited liability company interests or assets [Effective until Aug. 1, 2026].

    § 18-215. Series of members, managers, limited liability company interests or assets [Effective until Aug. 1, 2026]. (5) Unless otherwise provided in a limited…

  256. ["CHAPTER 18. Limited Liability Company Act", "Subchapter XI. Miscellaneous", "§ 18-1107. Taxation of limited liability companies and registered series."]

    § 18-1107. Taxation of limited liability companies and registered series.

    § 18-1107. Taxation of limited liability companies and registered series. (6) of this title) required or permitted by this chapter to be filed in respect of…

  257. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 18-206. Filing."]

    § 18-206. Filing.

    § 18-206. Filing. certificate of registered series, as applicable, shall be amended, corrected or restated as set forth therein. Upon the filing of a…

  258. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 18-213. Transfer or continuance of domestic limited liability companies."]

    § 18-213. Transfer or continuance of domestic limited liability companies.

    § 18-213. Transfer or continuance of domestic limited liability companies. (a) of this section, rights or securities of, or interests in, such limited…

  259. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 18-218. Registered series of members, managers, limited liability company interests or assets."]

    § 18-218. Registered series of members, managers, limited liability company interests or assets.

    § 18-218. Registered series of members, managers, limited liability company interests or assets. (5) Unless otherwise provided in a limited liability company…

  260. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 18-217. Division of a limited liability company."]

    § 18-217. Division of a limited liability company.

    § 18-217. Division of a limited liability company. (4) Any other matters that the dividing company determines to include therein. (h) If a domestic limited…

  261. ["CHAPTER 18. Limited Liability Company Act", "Subchapter I. General Provisions", "§ 18-104. Registered office; registered agent."]

    § 18-104. Registered office; registered agent.

    § 18-104. Registered office; registered agent. (2) A registered agent may not perform its duties or functions solely through the use of a virtual office, the…

  262. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 18-209. Merger and consolidation [Effective until Aug. 1, 2026]."]

    § 18-209. Merger and consolidation [Effective until Aug. 1, 2026].

    § 18-209. Merger and consolidation [Effective until Aug. 1, 2026]. (4) or subsection (i) of this section shall be deemed to be an amendment to the certificate…

  263. ["CHAPTER 18. Limited Liability Company Act", "Subchapter IX. Foreign Limited Liability Companies", "§ 18-904. Name; registered office; registered agent."]

    § 18-904. Name; registered office; registered agent.

    § 18-904. Name; registered office; registered agent. designated in the time and manner aforesaid, service of legal process against each foreign limited…

  264. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 18-217. Division of a limited liability company."]

    § 18-217. Division of a limited liability company.

    § 18-217. Division of a limited liability company. (3) of this section; e. The future effective date or time (which shall be a date or time certain) of the…

  265. ["CHAPTER 18. Limited Liability Company Act", "Subchapter I. General Provisions", "§ 18-104. Registered office; registered agent."]

    § 18-104. Registered office; registered agent.

    § 18-104. Registered office; registered agent. (2) A domestic or foreign corporation, a domestic partnership (whether general (including a limited liability…

  266. ["CHAPTER 18. Limited Liability Company Act", "Subchapter XI. Miscellaneous", "§ 18-1107. Taxation of limited liability companies and registered series."]

    § 18-1107. Taxation of limited liability companies and registered series.

    § 18-1107. Taxation of limited liability companies and registered series. or assignee of such domestic limited liability company (or any protected series or…

  267. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 18-206. Filing."]

    § 18-206. Filing.

    § 18-206. Filing. (4), § 18-112 or § 18-1108 of this title, the certificate of formation or certificate of registered series, as applicable, is canceled. Upon…

  268. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 18-218. Registered series of members, managers, limited liability company interests or assets."]

    § 18-218. Registered series of members, managers, limited liability company interests or assets.

    § 18-218. Registered series of members, managers, limited liability company interests or assets. (7) and (c) (10) of this section, and unless otherwise…

  269. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 18-216. Approval of conversion of a limited liability company."]

    § 18-216. Approval of conversion of a limited liability company.

    § 18-216. Approval of conversion of a limited liability company. the same extent as if said debts, liabilities and duties had originally been incurred or…

  270. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 18-209. Merger and consolidation [Effective until Aug. 1, 2026]."]

    § 18-209. Merger and consolidation [Effective until Aug. 1, 2026].

    § 18-209. Merger and consolidation [Effective until Aug. 1, 2026]. (2) Effect the adoption of a new limited liability company agreement, in either case, for a…

  271. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 18-213. Transfer or continuance of domestic limited liability companies."]

    § 18-213. Transfer or continuance of domestic limited liability companies.

    § 18-213. Transfer or continuance of domestic limited liability companies. business form (and also in the limited liability company that has transferred…

  272. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 18-215. Series of members, managers, limited liability company interests or assets [Effective until Aug. 1, 2026]."]

    § 18-215. Series of members, managers, limited liability company interests or assets [Effective until Aug. 1, 2026].

    § 18-215. Series of members, managers, limited liability company interests or assets [Effective until Aug. 1, 2026]. (6) Notwithstanding § 18-606 of this…

  273. ["CHAPTER 18. Limited Liability Company Act", "Subchapter I. General Provisions", "§ 18-104. Registered office; registered agent."]

    § 18-104. Registered office; registered agent.

    § 18-104. Registered office; registered agent. (2)a. of this section, a commercial registered agent shall also include any registered agent which has an…

  274. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 18-206. Filing."]

    § 18-206. Filing.

    § 18-206. Filing. a certificate of transfer and domestic continuance, or upon the future effective date or time of a certificate of transfer and domestic…

  275. ["CHAPTER 18. Limited Liability Company Act", "Subchapter XI. Miscellaneous", "§ 18-1107. Taxation of limited liability companies and registered series."]

    § 18-1107. Taxation of limited liability companies and registered series.

    § 18-1107. Taxation of limited liability companies and registered series. liability company to pay an annual tax or by reason of such domestic limited…

  276. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 18-215. Series of members, managers, limited liability company interests or assets [Effective until Aug. 1, 2026]."]

    § 18-215. Series of members, managers, limited liability company interests or assets [Effective until Aug. 1, 2026].

    § 18-215. Series of members, managers, limited liability company interests or assets [Effective until Aug. 1, 2026]. (7) Notwithstanding § 18-607(a) of this…

  277. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 18-213. Transfer or continuance of domestic limited liability companies."]

    § 18-213. Transfer or continuance of domestic limited liability companies.

    § 18-213. Transfer or continuance of domestic limited liability companies. of the transfer or domestication or continuance out of the State of Delaware, to…

  278. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 18-209. Merger and consolidation [Effective until Aug. 1, 2026]."]

    § 18-209. Merger and consolidation [Effective until Aug. 1, 2026].

    § 18-209. Merger and consolidation [Effective until Aug. 1, 2026]. and all property, real, personal and mixed, and all debts due to any of said domestic…

  279. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 18-217. Division of a limited liability company."]

    § 18-217. Division of a limited liability company.

    § 18-217. Division of a limited liability company. (3) If the dividing company is a surviving company, a manager of the dividing company or, if there is no…

  280. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 18-218. Registered series of members, managers, limited liability company interests or assets."]

    § 18-218. Registered series of members, managers, limited liability company interests or assets.

    § 18-218. Registered series of members, managers, limited liability company interests or assets. (7) Notwithstanding § 18-607(a) of this title, a limited…

  281. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 18-209. Merger and consolidation [Effective until Aug. 1, 2026]."]

    § 18-209. Merger and consolidation [Effective until Aug. 1, 2026].

    § 18-209. Merger and consolidation [Effective until Aug. 1, 2026]. liability company to wind up its affairs under § 18-803 of this title or pay its liabilities…

  282. ["CHAPTER 18. Limited Liability Company Act", "Subchapter I. General Provisions", "§ 18-104. Registered office; registered agent."]

    § 18-104. Registered office; registered agent.

    § 18-104. Registered office; registered agent. limited liability company pursuant to this section. (h) The Secretary of State is fully authorized to issue such…

  283. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 18-217. Division of a limited liability company."]

    § 18-217. Division of a limited liability company.

    § 18-217. Division of a limited liability company. (4) a. Unless otherwise provided in the plan of division or the certificate of division, each certificate of…

  284. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 18-215. Series of members, managers, limited liability company interests or assets [Effective until Aug. 1, 2026]."]

    § 18-215. Series of members, managers, limited liability company interests or assets [Effective until Aug. 1, 2026].

    § 18-215. Series of members, managers, limited liability company interests or assets [Effective until Aug. 1, 2026]. (7), and who did not know at the time of…

  285. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 18-206. Filing."]

    § 18-206. Filing.

    § 18-206. Filing. (3) of this title shall be paid at the time of the filing of a certificate of formation, a certificate of registered series, a certificate of…

  286. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 18-215. Series of members, managers, limited liability company interests or assets [Effective until Aug. 1, 2026]."]

    § 18-215. Series of members, managers, limited liability company interests or assets [Effective until Aug. 1, 2026].

    § 18-215. Series of members, managers, limited liability company interests or assets [Effective until Aug. 1, 2026]. (9) Subject to § 18-801 of this title…

  287. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 18-209. Merger and consolidation [Effective until Aug. 1, 2026]."]

    § 18-209. Merger and consolidation [Effective until Aug. 1, 2026].

    § 18-209. Merger and consolidation [Effective until Aug. 1, 2026]. (7)(A) and (B) of Title 8), of which class there are outstanding shares that, absent §…

  288. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 18-218. Registered series of members, managers, limited liability company interests or assets."]

    § 18-218. Registered series of members, managers, limited liability company interests or assets.

    § 18-218. Registered series of members, managers, limited liability company interests or assets. (9) Subject to § 18-801 of this title, except to the extent…

  289. ["CHAPTER 18. Limited Liability Company Act", "Subchapter I. General Provisions", "§ 18-104. Registered office; registered agent."]

    § 18-104. Registered office; registered agent.

    § 18-104. Registered office; registered agent. (2) Any 1 or more of the following grounds shall be a sufficient basis to grant an injunction pursuant to this…

  290. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 18-217. Division of a limited liability company."]

    § 18-217. Division of a limited liability company.

    § 18-217. Division of a limited liability company. (6) Subject to this chapter, the Secretary of State shall accept the filing of certificates of amendment of…

  291. ["CHAPTER 18. Limited Liability Company Act", "Subchapter I. General Provisions", "§ 18-104. Registered office; registered agent."]

    § 18-104. Registered office; registered agent.

    § 18-104. Registered office; registered agent. (3) With respect to any order the court enters pursuant to this section with respect to an entity that has acted…

  292. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 18-217. Division of a limited liability company."]

    § 18-217. Division of a limited liability company.

    § 18-217. Division of a limited liability company. (2) For all purposes of the laws of the State of Delaware, all of the rights, privileges and powers, and all…

  293. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 18-215. Series of members, managers, limited liability company interests or assets [Effective until Aug. 1, 2026]."]

    § 18-215. Series of members, managers, limited liability company interests or assets [Effective until Aug. 1, 2026].

    § 18-215. Series of members, managers, limited liability company interests or assets [Effective until Aug. 1, 2026]. (10) Notwithstanding § 18-803(a) of this…

  294. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 18-209. Merger and consolidation [Effective until Aug. 1, 2026]."]

    § 18-209. Merger and consolidation [Effective until Aug. 1, 2026].

    § 18-209. Merger and consolidation [Effective until Aug. 1, 2026]. share of the corporation or corporations not owned by the domestic limited liability…

  295. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 18-218. Registered series of members, managers, limited liability company interests or assets."]

    § 18-218. Registered series of members, managers, limited liability company interests or assets.

    § 18-218. Registered series of members, managers, limited liability company interests or assets. (10) Notwithstanding § 18-803(a) of this title, unless…

  296. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 18-217. Division of a limited liability company."]

    § 18-217. Division of a limited liability company.

    § 18-217. Division of a limited liability company. (4) Each of the debts, liabilities and duties of the dividing company shall without further action be…

  297. ["CHAPTER 18. Limited Liability Company Act", "Subchapter I. General Provisions", "§ 18-104. Registered office; registered agent."]

    § 18-104. Registered office; registered agent.

    § 18-104. Registered office; registered agent. (4) Upon the entry of an order by the Court enjoining any person or entity from acting as a registered agent…

  298. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 18-218. Registered series of members, managers, limited liability company interests or assets."]

    § 18-218. Registered series of members, managers, limited liability company interests or assets.

    § 18-218. Registered series of members, managers, limited liability company interests or assets. (11) On application by or for a member or manager associated…

  299. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 18-215. Series of members, managers, limited liability company interests or assets [Effective until Aug. 1, 2026]."]

    § 18-215. Series of members, managers, limited liability company interests or assets [Effective until Aug. 1, 2026].

    § 18-215. Series of members, managers, limited liability company interests or assets [Effective until Aug. 1, 2026]. (10) shall not affect the liability of…

  300. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 18-209. Merger and consolidation [Effective until Aug. 1, 2026]."]

    § 18-209. Merger and consolidation [Effective until Aug. 1, 2026].

    § 18-209. Merger and consolidation [Effective until Aug. 1, 2026]. of State. The Secretary of State is authorized to issue such rules and regulations with…

  301. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 18-218. Registered series of members, managers, limited liability company interests or assets."]

    § 18-218. Registered series of members, managers, limited liability company interests or assets.

    § 18-218. Registered series of members, managers, limited liability company interests or assets. (2) A certificate of registered series shall be executed in…

  302. ["CHAPTER 18. Limited Liability Company Act", "Subchapter I. General Provisions", "§ 18-104. Registered office; registered agent."]

    § 18-104. Registered office; registered agent.

    § 18-104. Registered office; registered agent. in the State of Delaware and its registration shall be canceled. If the Court enjoins a person or entity from…

  303. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 18-217. Division of a limited liability company."]

    § 18-217. Division of a limited liability company.

    § 18-217. Division of a limited liability company. (6) Debts and liabilities of the dividing company that are not allocated by the plan of division shall be…

  304. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 18-215. Series of members, managers, limited liability company interests or assets [Effective until Aug. 1, 2026]."]

    § 18-215. Series of members, managers, limited liability company interests or assets [Effective until Aug. 1, 2026].

    § 18-215. Series of members, managers, limited liability company interests or assets [Effective until Aug. 1, 2026]. (12) For all purposes of the laws of the…

  305. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 18-218. Registered series of members, managers, limited liability company interests or assets."]

    § 18-218. Registered series of members, managers, limited liability company interests or assets.

    § 18-218. Registered series of members, managers, limited liability company interests or assets. (5) A certificate of registered series may be amended at any…

  306. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 18-217. Division of a limited liability company."]

    § 18-217. Division of a limited liability company.

    § 18-217. Division of a limited liability company. (4) of this section, and against any resulting company to which the asset, property, right, series, debt…

  307. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 18-215. Series of members, managers, limited liability company interests or assets [Effective until Aug. 1, 2026]."]

    § 18-215. Series of members, managers, limited liability company interests or assets [Effective until Aug. 1, 2026].

    § 18-215. Series of members, managers, limited liability company interests or assets [Effective until Aug. 1, 2026]. been revoked or the limited liability…

  308. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 18-218. Registered series of members, managers, limited liability company interests or assets."]

    § 18-218. Registered series of members, managers, limited liability company interests or assets.

    § 18-218. Registered series of members, managers, limited liability company interests or assets. (7) A certificate of registered series shall be canceled upon…

  309. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 18-215. Series of members, managers, limited liability company interests or assets [Effective until Aug. 1, 2026]."]

    § 18-215. Series of members, managers, limited liability company interests or assets [Effective until Aug. 1, 2026].

    § 18-215. Series of members, managers, limited liability company interests or assets [Effective until Aug. 1, 2026]. (9)a. or b. of this section (other than a…

  310. ["CHAPTER 18. Limited Liability Company Act", "Subchapter II. Formation; Certificate of Formation", "§ 18-218. Registered series of members, managers, limited liability company interests or assets."]

    § 18-218. Registered series of members, managers, limited liability company interests or assets.

    § 18-218. Registered series of members, managers, limited liability company interests or assets. registered series; d. The future effective date or time (which…

Headings and opening words only; the full text is on delcode.delaware.gov, which is authoritative. The library holds the version current as of the date shown. AI output is not legal advice — consult a licensed lawyer in the relevant jurisdiction.

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