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

URL: https://consilena.com/coverage/laws/ksrc_r7h37cgzvqpwq60s

- Jurisdiction: Delaware
- Type: Statute
- Identifier: /de/title6/ch18
- Current as of: 1 October 1992
- Provisions: 104
- Official text: https://delcode.delaware.gov/title6/c018/

> The library is a research copy. Check the official source before relying on a provision: the text published there, not the copy in Consilena, is the law.

## Provisions

- **§ 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…
- **§ 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…
- **§ 18-107. Business transactions of member or manager with the limited liability company.**: Except as provided in a limited liability company agreement, a member…
- **§ 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…
- **§ 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…
- **§ 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…
- **§ 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…
- **§ 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…
- **§ 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…
- **§ 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…
- **§ 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…
- **§ 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…
- **§ 18-1206. Derivative suits.**: Members of a statutory public benefit limited liability company or assignees of limited liability company interests in a statutory…
- **§ 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…
- **§ 18-105. Service of process on domestic limited liability companies and protected series or registered series thereof [Effective until Aug. 1, 2026].**: (a)…
- **§ 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…
- **§ 18-112. Judicial cancellation of certificate of formation; proceedings.**: (a) Upon motion by the Attorney General, the Court of Chancery shall have…
- **§ 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…
- **§ 18-405. Remedies for breach of limited liability company agreement by manager.**: A limited liability company agreement may provide that: (1) A manager who…
- **§ 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…
- **§ 18-907. Doing business without registration.**: (a) A foreign limited liability company doing business in the State of Delaware may not maintain any action…
- **§ 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…
- **§ 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…
- **§ 18-210. No statutory appraisal rights.**: Unless otherwise provided in a limited liability company agreement or an agreement of merger or consolidation or a…
- **§ 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…
- **§ 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…
- **§ 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…
- **§ 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…
- **§ 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…
- **§ 18-108. Indemnification.**: Subject to such standards and restrictions, if any, as are set forth in its limited liability company agreement, a limited liability…
- **§ 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…
- **§ 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…
- **§ 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…
- **§ 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…
- **§ 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…
- **§ 18-803. Winding up.**: (a) Unless otherwise provided in a limited liability company agreement, a manager who has not wrongfully dissolved a limited liability…
- **§ 18-215. Series of members, managers, limited liability company interests or assets [Effective until Aug. 1, 2026].**: (a) A limited liability company agreement…
- **§ 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…
- **§ 18-906. Cancellation of registration.**: A foreign limited liability company may cancel its registration by filing with the Secretary of State a certificate of…
- **§ 18-208. Restated certificate.**: (a) Restated certificate of formation. — (1) A limited liability company may, whenever desired, integrate into a single…
- **§ 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…
- **§ 18-904. Name; registered office; registered agent.**: (a) A foreign limited liability company may register with the Secretary of State under any name (whether…
- **§ 18-908. Foreign limited liability companies doing business without having qualified; injunctions.**: The Court of Chancery shall have jurisdiction to enjoin any…
- **§ 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…
- **§ 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…
- **§ 18-1205. Periodic statements and third-party certification.**: A statutory public benefit limited liability company shall no less than biennially provide its…
- **§ 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…
- **§ 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”…
- **§ 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.
- **§ 18-1102. Short title.**: This chapter may be cited as the “Delaware Limited Liability Company Act.”
- **§ 18-1201. Law applicable to statutory public benefit limited liability companies; how formed.**: This subchapter applies to all statutory public benefit limited…
- **§ 18-1109. Revival of domestic limited liability company.**: (a) A domestic limited liability company whose certificate of formation has been canceled pursuant to…
- **§ 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…
- **§ 18-701. Nature of limited liability company interest.**: A limited liability company interest is personal property. A member has no interest in specific limited…
- **§ 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…
- **§ 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…
- **§ 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…
- **§ 18-604. Distribution upon resignation.**: Except as provided in this subchapter, upon resignation any resigning member is entitled to receive any distribution…
- **§ 18-218. Registered series of members, managers, limited liability company interests or assets.**: (a) If a limited liability company agreement provides for the…
- **§ 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…
- **§ 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…
- **§ 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…
- **§ 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…
- **§ 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…
- **§ 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…
- **§ 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…
- **§ 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…
- **§ 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…
- **§ 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…
- **§ 18-911. Service of process on unregistered foreign limited liability companies [Effective until Aug. 1, 2026].**: (a) Any foreign limited liability company…
- **§ 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…
- **§ 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…
- **§ 18-1108. Cancellation of certificate of formation or certificate of registered series for failure to pay taxes.**: (a) The certificate of formation of a…
- **§ 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…
- **§ 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…
- **§ 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…
- **§ 18-910. Service of process on registered foreign limited liability companies [Effective until Aug. 1, 2026].**: (a) Service of legal process upon any foreign…
- **§ 18-303. Liability to third parties.**: (a) Except as otherwise provided by this chapter, the debts, obligations and liabilities of a limited liability company…
- **§ 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…
- **§ 18-504. Allocation of distributions.**: Distributions of cash or other assets of a limited liability company shall be allocated among the members, and among…
- **§ 18-912. Activities not constituting doing business.**: (a) Activities of a foreign limited liability company in the State of Delaware that do not constitute…
- **§ 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…
- **§ 18-1202. Statutory public benefit limited liability company defined; contents of certificate of formation and limited liability company agreement.**: (a) A…
- **§ 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…
- **§ 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…
- **§ 18-111. Interpretation and enforcement of limited liability company agreement.**: Any action to interpret, apply or enforce the provisions of a limited…
- **§ 18-506. Irrevocability of subscription.**: For all purposes of the laws of the State of Delaware, a subscription for a limited liability company interest…
- **§ 18-101. Definitions [Effective until Aug. 1, 2026].**: As used in this chapter unless the context otherwise requires: (1) “Bankruptcy” means an event that…
- **§ 18-805. Trustees or receivers for limited liability companies; appointment; powers; duties.**: When the certificate of formation of any limited liability…
- **§ 18-402. Management of limited liability company.**: Unless otherwise provided in a limited liability company agreement, the management of a limited liability…
- **§ 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…
- **§ 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…
- **§ 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…
- **§ 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…
- **§ 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…
- **§ 18-104. Registered office; registered agent.**: (a) Each limited liability company shall have and maintain in the State of Delaware: (1) A registered office…
- **§ 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…
- **§ 18-213. Transfer or continuance of domestic limited liability companies.**: (a) Upon compliance with this section, any limited liability company may transfer to…
- **§ 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…
- **§ 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…
- **§ 18-902. Registration required; application.**: Before doing business in the State of Delaware, a foreign limited liability company shall register with the…
- **§ 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…
- **§ 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…
- **§ 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…
- **§ 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…
- **§ 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…
- **§ 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…
- **§ 18-213. Transfer or continuance of domestic limited liability companies.**: be authorized as provided in this subsection (b), a certificate of transfer if the…
- **§ 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…
- **§ 18-105. Service of process on domestic limited liability companies and protected series or registered series thereof [Effective until Aug. 1, 2026].**: the…
- **§ 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…
- **§ 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…
- **§ 18-212. Domestication of non-United States entities.**: (1) The date on which and jurisdiction where the non-United States entity was first formed…
- **§ 18-911. Service of process on unregistered foreign limited liability companies [Effective until Aug. 1, 2026].**: of State in accordance with subsection (a) of…
- **§ 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…
- **§ 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…
- **§ 18-204. Execution.**: agreement, shall not be affected by subsequent death, disability, incapacity, dissolution, termination of existence or bankruptcy of, or…
- **§ 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…
- **§ 18-113. Document form, signature and delivery.**: (3) Unless otherwise provided in the limited liability company agreement or agreed between the sender and…
- **§ 18-101. Definitions [Effective until Aug. 1, 2026].**: (6) “Foreign limited liability company” means a limited liability company formed under the laws of any…
- **§ 18-502. Liability for contribution.**: conditions of the obligation have been satisfied or waived as to or by such member. Conditional obligations include…
- **§ 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…
- **§ 18-109. Service of process on managers and liquidating trustees [Effective until Aug. 1, 2026].**: 18-101 of this title, participates materially in the…
- **§ 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…
- **§ 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…
- **§ 18-211. Certificate of correction.**: Delaware in connection with the filing of the corrected certificate. The corrected certificate shall be specifically…
- **§ 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…
- **§ 18-208. Restated certificate.**: (3) A restated certificate of formation shall state, either in its heading or in an introductory paragraph, the limited…
- **§ 18-607. Limitations on distribution.**: applicable law for the amount of a distribution. (c) Unless otherwise agreed, a member who receives a distribution from…
- **§ 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…
- **§ 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…
- **§ 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…
- **§ 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…
- **§ 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…
- **§ 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…
- **§ 18-1202. Statutory public benefit limited liability company defined; contents of certificate of formation and limited liability company agreement.**: be…
- **§ 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…
- **§ 18-904. Name; registered office; registered agent.**: (2) A registered agent for service of process on the foreign limited liability company, having a business…
- **§ 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…
- **§ 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…
- **§ 18-206. Filing.**: (4) Cause to be entered such information from the certificate as the Secretary of State deems appropriate into the Delaware Corporation…
- **§ 18-104. Registered office; registered agent.**: (2) of this title and filing with the Secretary of State a certificate, executed by such registered agent…
- **§ 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…
- **§ 18-704. Right of assignee to become member.**: (3) Unless otherwise provided in the limited liability company agreement by a specific reference to this…
- **§ 18-203. Cancellation of certificate.**: (3) If the limited liability company has formed 1 or more registered series whose certificate of registered series has…
- **§ 18-215. Series of members, managers, limited liability company interests or assets [Effective until Aug. 1, 2026].**: liabilities, obligations and expenses…
- **§ 18-1101. Construction and application of chapter and limited liability company agreement.**: party to or is otherwise bound by a limited liability company…
- **§ 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…
- **§ 18-1109. Revival of domestic limited liability company.**: (5) Any other matters the persons executing the certificate of revival of limited liability company…
- **§ 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…
- **§ 18-305. Access to and confidentiality of information; records.**: (6) Other information regarding the affairs of the limited liability company as is just and…
- **§ 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…
- **§ 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…
- **§ 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…
- **§ 18-216. Approval of conversion of a limited liability company.**: 2015. (c) Unless otherwise agreed, the conversion of a domestic limited liability company to…
- **§ 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…
- **§ 18-218. Registered series of members, managers, limited liability company interests or assets.**: or otherwise that any or all of the debts, liabilities…
- **§ 18-101. Definitions [Effective until Aug. 1, 2026].**: (9) “Limited liability company agreement” means any agreement (whether referred to as a limited liability…
- **§ 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…
- **§ 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…
- **§ 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…
- **§ 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…
- **§ 18-105. Service of process on domestic limited liability companies and protected series or registered series thereof [Effective until Aug. 1, 2026].**: of State…
- **§ 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…
- **§ 18-208. Restated certificate.**: (5) Any amendment or change effected in connection with the restatement and integration of the certificate of formation shall…
- **§ 18-213. Transfer or continuance of domestic limited liability companies.**: (5) That the transfer or domestication or continuance of the limited liability…
- **§ 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…
- **§ 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…
- **§ 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…
- **§ 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…
- **§ 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…
- **§ 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…
- **§ 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…
- **§ 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…
- **§ 18-215. Series of members, managers, limited liability company interests or assets [Effective until Aug. 1, 2026].**: limited liability company, through a…
- **§ 18-302. Classes and voting.**: otherwise permitted by applicable law. Unless otherwise provided in a limited liability company agreement, a consent transmitted…
- **§ 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…
- **§ 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…
- **§ 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…
- **§ 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…
- **§ 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…
- **§ 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,”…
- **§ 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…
- **§ 18-1107. Taxation of limited liability companies and registered series.**: of any domestic limited liability company, registered series or foreign limited…
- **§ 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…
- **§ 18-212. Domestication of non-United States entities.**: (6) That the domestication has been approved in the manner provided for by the document, instrument…
- **§ 18-702. Assignment of limited liability company interest.**: agreement, any such interest so acquired by the limited liability company shall be deemed canceled.
- **§ 18-1110. Revival of a registered series.**: its certificate of registered series had at all times remained in full force and effect.
- **§ 18-217. Division of a limited liability company.**: specified in the limited liability company agreement for authorizing a merger or consolidation that involves…
- **§ 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…
- **§ 18-213. Transfer or continuance of domestic limited liability companies.**: (6) of this section by means of electronic transmission but only as prescribed by…
- **§ 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…
- **§ 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…
- **§ 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…
- **§ 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…
- **§ 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…
- **§ 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…
- **§ 18-215. Series of members, managers, limited liability company interests or assets [Effective until Aug. 1, 2026].**: and a reference to members or managers…
- **§ 18-208. Restated certificate.**: (2) If a restated certificate of registered series merely restates and integrates but does not further amend the initial…
- **§ 18-305. Access to and confidentiality of information; records.**: establish: (1) That the demanding member or manager has complied with the provisions of this…
- **§ 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…
- **§ 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…
- **§ 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…
- **§ 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…
- **§ 18-218. Registered series of members, managers, limited liability company interests or assets.**: shall apply to a registered series: (1) A registered series…
- **§ 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…
- **§ 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…
- **§ 18-1107. Taxation of limited liability companies and registered series.**: liability company and shall be governed in all respects by said sections. (g) The…
- **§ 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…
- **§ 18-302. Classes and voting.**: This subsection shall only apply to a limited liability company whose original certificate of formation was filed with the…
- **§ 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…
- **§ 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…
- **§ 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…
- **§ 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…
- **§ 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…
- **§ 18-1107. Taxation of limited liability companies and registered series.**: for which such domestic limited liability company, registered series or foreign…
- **§ 18-221. Merger and consolidation of registered series.**: agreement or other agreement or as otherwise permitted by law, including that the limited liability…
- **§ 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…
- **§ 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…
- **§ 18-305. Access to and confidentiality of information; records.**: (2) That the information the demanding member or manager seeks is reasonably related to the…
- **§ 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…
- **§ 18-104. Registered office; registered agent.**: (2) of this title and filing a certificate of resignation with the Secretary of State, but such resignation…
- **§ 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…
- **§ 18-218. Registered series of members, managers, limited liability company interests or assets.**: (3) A limited liability company agreement may provide for…
- **§ 18-206. Filing.**: this subsection, an extraordinary condition means: any emergency resulting from an attack on, invasion or occupation by foreign military…
- **§ 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…
- **§ 18-215. Series of members, managers, limited liability company interests or assets [Effective until Aug. 1, 2026].**: (3) A limited liability company agreement…
- **§ 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…
- **§ 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…
- **§ 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…
- **§ 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…
- **§ 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…
- **§ 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…
- **§ 18-217. Division of a limited liability company.**: (3) Shall effect the adoption of a limited liability company agreement for each resulting company. Any…
- **§ 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…
- **§ 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…
- **§ 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…
- **§ 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…
- **§ 18-104. Registered office; registered agent.**: (and each protected series and each registered series thereof) for which the resigned registered agent had been…
- **§ 18-213. Transfer or continuance of domestic limited liability companies.**: company out of the State of Delaware in accordance with this section shall not…
- **§ 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…
- **§ 18-215. Series of members, managers, limited liability company interests or assets [Effective until Aug. 1, 2026].**: (4) A limited liability company agreement…
- **§ 18-218. Registered series of members, managers, limited liability company interests or assets.**: (4) A limited liability company agreement may grant to all or…
- **§ 18-101. Definitions [Effective until Aug. 1, 2026].**: (14) “Person” means a natural person, partnership (whether general or limited), limited liability…
- **§ 18-208. Restated certificate.**: (5) Any amendment or change effected in connection with the restatement and integration of a certificate of registered series…
- **§ 18-904. Name; registered office; registered agent.**: (7) of this title and filing a certificate of resignation with the Secretary of State, but such…
- **§ 18-305. Access to and confidentiality of information; records.**: of each member and manager.
- **§ 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…
- **§ 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…
- **§ 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…
- **§ 18-209. Merger and consolidation [Effective until Aug. 1, 2026].**: or resulting other business entity at all such addresses furnished by the plaintiff in…
- **§ 18-1107. Taxation of limited liability companies and registered series.**: a registered series formed under this chapter, and each protected series thereof…
- **§ 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…
- **§ 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…
- **§ 18-215. Series of members, managers, limited liability company interests or assets [Effective until Aug. 1, 2026].**: (5) Unless otherwise provided in a limited…
- **§ 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…
- **§ 18-206. Filing.**: certificate of registered series, as applicable, shall be amended, corrected or restated as set forth therein. Upon the filing of a…
- **§ 18-213. Transfer or continuance of domestic limited liability companies.**: (a) of this section, rights or securities of, or interests in, such limited…
- **§ 18-218. Registered series of members, managers, limited liability company interests or assets.**: (5) Unless otherwise provided in 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…
- **§ 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…
- **§ 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…
- **§ 18-904. Name; registered office; registered agent.**: designated in the time and manner aforesaid, service of legal process against each foreign limited…
- **§ 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…
- **§ 18-104. Registered office; registered agent.**: (2) A domestic or foreign corporation, a domestic partnership (whether general (including a limited liability…
- **§ 18-1107. Taxation of limited liability companies and registered series.**: or assignee of such domestic limited liability company (or any protected series or…
- **§ 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…
- **§ 18-218. Registered series of members, managers, limited liability company interests or assets.**: (7) and (c) (10) of this section, and unless otherwise…
- **§ 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…
- **§ 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…
- **§ 18-213. Transfer or continuance of domestic limited liability companies.**: business form (and also in the limited liability company that has transferred…
- **§ 18-215. Series of members, managers, limited liability company interests or assets [Effective until Aug. 1, 2026].**: (6) Notwithstanding § 18-606 of this…
- **§ 18-104. Registered office; registered agent.**: (2)a. of this section, a commercial registered agent shall also include any registered agent which has an…
- **§ 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…
- **§ 18-1107. Taxation of limited liability companies and registered series.**: liability company to pay an annual tax or by reason of such domestic limited…
- **§ 18-215. Series of members, managers, limited liability company interests or assets [Effective until Aug. 1, 2026].**: (7) Notwithstanding § 18-607(a) of this…
- **§ 18-213. Transfer or continuance of domestic limited liability companies.**: of the transfer or domestication or continuance out of the State of Delaware, to…
- **§ 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…
- **§ 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…
- **§ 18-218. Registered series of members, managers, limited liability company interests or assets.**: (7) Notwithstanding § 18-607(a) of this title, a limited…
- **§ 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…
- **§ 18-104. Registered office; registered agent.**: limited liability company pursuant to this section. (h) The Secretary of State is fully authorized to issue such…
- **§ 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…
- **§ 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…
- **§ 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…
- **§ 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…
- **§ 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 §…
- **§ 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…
- **§ 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…
- **§ 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…
- **§ 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…
- **§ 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…
- **§ 18-215. Series of members, managers, limited liability company interests or assets [Effective until Aug. 1, 2026].**: (10) Notwithstanding § 18-803(a) of this…
- **§ 18-209. Merger and consolidation [Effective until Aug. 1, 2026].**: share of the corporation or corporations not owned by the domestic limited liability…
- **§ 18-218. Registered series of members, managers, limited liability company interests or assets.**: (10) Notwithstanding § 18-803(a) of this title, unless…
- **§ 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…
- **§ 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…
- **§ 18-218. Registered series of members, managers, limited liability company interests or assets.**: (11) On application by or for a member or manager associated…
- **§ 18-215. Series of members, managers, limited liability company interests or assets [Effective until Aug. 1, 2026].**: (10) shall not affect the liability of…
- **§ 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…
- **§ 18-218. Registered series of members, managers, limited liability company interests or assets.**: (2) A certificate of registered series shall be executed in…
- **§ 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…
- **§ 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…
- **§ 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…
- **§ 18-218. Registered series of members, managers, limited liability company interests or assets.**: (5) A certificate of registered series may be amended at any…
- **§ 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…
- **§ 18-215. Series of members, managers, limited liability company interests or assets [Effective until Aug. 1, 2026].**: been revoked or the limited liability…
- **§ 18-218. Registered series of members, managers, limited liability company interests or assets.**: (7) A certificate of registered series shall be canceled upon…
- **§ 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…
- **§ 18-218. Registered series of members, managers, limited liability company interests or assets.**: registered series; d. The future effective date or time (which…

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