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Delaware Statutes, Title 6

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Delaware/Statutes

← All Delaware coverage

Title 6, Commerce and Trade

89 chapters · 1,810 sections in this title.

All chapters in Title 61,810 Ch 9, Article 9. Secured Transactions152 Ch 17, LIMITED PARTNERSHIPS111 Ch 18, LIMITED LIABILITY COMPANY ACT105 Ch 2, Article 2. Sales103 Ch 15, DELAWARE REVISED UNIFORM PARTNERSHIP ACT93 Ch 2a, Article 2A. Leases79 Ch 25, PROHIBITED TRADE PRACTICES78 Ch 3, Article 3. Negotiable Instruments71 Ch 8, Article 8. Investment Securities53 Ch 43, RETAIL INSTALLMENT SALES51 Ch 7, Article 7. Documents of Title43 Ch 51, Commerce and Trade42 Ch 4, Article 4. Bank Deposits and Collections41 Ch 24a, Commerce and Trade39

105 sections·Filtered byTitle 6✕Ch 18✕

6 Del. C. § 18-216. Approval of conversion of a limited liability company.
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§ 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 corporation, a statutory trust, a business trust, an association, a real estate investment trust, a common-law trust or an…
6 Del. C. § 18-217. Division of a limited liability company.
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§ 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 domestic limited liability company that is effecting a division in the manner provided in this section. (2) “Division” means the…
6 Del. C. § 18-218. Registered series of members, managers, limited liability company interests or assets.
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§ 18-218. Registered series of members, managers, limited liability company interests or assets. (a) If a limited liability company agreement provides for the establishment or formation of 1 or more series, then a registered series may be formed by complying with this § 18-218. A…
6 Del. C. § 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.

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§ 18-219. Approval of conversion of a protected series of a domestic limited liability company to a registered series of such domestic limited liability company. (a) A protected series of a domestic limited liability company may convert to a registered series of such domestic lim…

6 Del. C. § 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.

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§ 18-220. Approval of conversion of a registered series of a domestic limited liability company to a protected series of such domestic limited liability company. (a) Upon compliance with this section, a registered series of a domestic limited liability company may convert to a pr…

6 Del. C. § 18-221. Merger and consolidation of registered series.

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§ 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 consolidate with or into 1 or more other registered series of the same limited liability company with such registered series …

6 Del. C. § 18-301. Admission of members.

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§ 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 company upon the later to occur of: (1) The formation of the limited liability company; or (2) The time provided in and u…

6 Del. C. § 18-302. Classes and voting.

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§ 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 duties as the limited liability company agreement may provide, and may make provision for the future creation in the manner…

6 Del. C. § 18-303. Liability to third parties.

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§ 18-303. Liability to third parties. (a) Except as otherwise provided by this chapter, the debts, obligations and liabilities of a limited liability company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the limited lia…

6 Del. C. § 18-304. Events of bankruptcy.

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§ 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 otherwise provided in a limited liability company agreement, or with the consent of all members, a member: a. Makes an assig…

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

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§ 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 the right, subject to such reasonable standards (including standards governing what information (including books, records …

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

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§ 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 to perform in accordance with, or to comply with the terms and conditions of, the limited liability company agreement sha…

6 Del. C. § 18-401. Admission of managers.

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§ 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.68 Del. Laws, c. 434, § 1; 69 Del. Laws, c. 260, § 23; 82 Del. Laws, c. 48, § 1;

6 Del. C. § 18-402. Management of limited liability company.

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§ 18-402. Management of limited liability company. Unless otherwise provided in a limited liability company agreement, the management of a limited liability company shall be vested in its members in proportion to the then current percentage or other interest of members in the pro…

6 Del. C. § 18-403. Contributions by a manager.

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§ 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 and losses of, and in distributions from, the limited liability company as a member. A person who is both a manager and …

6 Del. C. § 18-404. Classes and voting.

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§ 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 duties as the limited liability company agreement may provide, and may make provision for the future creation in the manne…

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

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§ 18-405. Remedies for breach of limited liability company agreement by manager. A limited liability company agreement may provide that: (1) A manager who fails to perform in accordance with, or to comply with the terms and conditions of, the limited liability company agreement s…

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

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§ 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 protected in relying in good faith upon the records of the limited liability company and upon information, opinions, reports …

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

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§ 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 liability company has the power and authority to delegate to 1 or more other persons any or all of the member’s or manager’s…

6 Del. C. § 18-501. Form of contribution.

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§ 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 or other obligation to contribute cash or property or to perform services.68 Del. Laws, c. 434, § 1;

6 Del. C. § 18-502. Liability for contribution.

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§ 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 perform any promise to contribute cash or property or to perform services, even if the member is unable to perform becaus…

6 Del. C. § 18-503. Allocation of profits and losses.

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§ 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 groups of members, in the manner provided in a limited liability company agreement. If the limited liability company agreem…

6 Del. C. § 18-504. Allocation of distributions.

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§ 18-504. Allocation of distributions. Distributions of cash or other assets of a limited liability company shall be allocated among the members, and among classes or groups of members, in the manner provided in a limited liability company agreement. If the limited liability comp…

6 Del. C. § 18-505. Defense of usury not available.

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§ 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 or manager of the limited liability company, arising under the limited liability company agreement or a separate agreemen…

6 Del. C. § 18-506. Irrevocability of subscription.

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§ 18-506. Irrevocability of subscription. For all purposes of the laws of the State of Delaware, a subscription for a limited liability company interest, whether submitted in writing, by means of electronic transmission, or as otherwise permitted by applicable law, is irrevocable…

6 Del. C. § 18-601. Interim distributions.

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§ 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 limited liability company agreement, a member is entitled to receive from a limited liability company distributions before the…

6 Del. C. § 18-602. Resignation of manager.

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§ 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 limited liability company agreement and in accordance with the limited liability company agreement. A limited liability co…

6 Del. C. § 18-603. Resignation of member.

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§ 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 liability company agreement and in accordance with the limited liability company agreement. Notwithstanding anything to th…

6 Del. C. § 18-604. Distribution upon resignation.

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§ 18-604. Distribution upon resignation. Except as provided in this subchapter, upon resignation any resigning member is entitled to receive any distribution to which such member is entitled under a limited liability company agreement and, if not otherwise provided in a limited l…

6 Del. C. § 18-605. Distribution in kind.

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§ 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, has no right to demand and receive any distribution from a limited liability company in any form other than cash. Except a…

6 Del. C. § 18-606. Right to distribution.

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§ 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 time a member becomes entitled to receive a distribution, the member has the status of, and is entitled to all remedies a…

6 Del. C. § 18-607. Limitations on distribution.

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§ 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 distribution, after giving effect to the distribution, all liabilities of the limited liability company, other than liabilities t…

6 Del. C. § 18-701. Nature of limited liability company interest.

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§ 18-701. Nature of limited liability company interest. A limited liability company interest is personal property. A member has no interest in specific limited liability company property.68 Del. Laws, c. 434, § 1;

6 Del. C. § 18-702. Assignment of limited liability company interest.

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§ 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 limited liability company agreement. The assignee of a member’s limited liability company interest shall have no right to…

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

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§ 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 assignee, a court having jurisdiction may charge the limited liability company interest of the judgment debtor to satisfy the ju…

6 Del. C. § 18-704. Right of assignee to become member.

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§ 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 liability company agreement; (2) Unless otherwise provided in the limited liability company agreement, upon the vote or consent o…

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

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§ 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 be incompetent to manage the member’s person or property, the member’s personal representative may exercise all of the m…

6 Del. C. § 18-801. Dissolution.

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§ 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 specified in a limited liability company agreement, but if no such time is set forth in the limited liability company ag…

6 Del. C. § 18-802. Judicial dissolution.

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§ 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 whenever it is not reasonably practicable to carry on the business in conformity with a limited liability company agreement.68 …

6 Del. C. § 18-803. Winding up.

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§ 18-803. Winding up. (a) Unless otherwise provided in a limited liability company agreement, a manager who has not wrongfully dissolved a limited liability company or, if none, the members or a person approved by the members, in either case, by members who own more than 50 perce…

6 Del. C. § 18-804. Distribution of assets.

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§ 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, including members and managers who are creditors, to the extent otherwise permitted by law, in satisfaction of liabilities of th…

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

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§ 18-805. Trustees or receivers for limited liability companies; appointment; powers; duties. When the certificate of formation of any limited liability company formed under this chapter shall be canceled by the filing of a certificate of cancellation pursuant to § 18-203 of this…

6 Del. C. § 18-806. Revocation of dissolution.

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§ 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 that manner and, unless a limited liability company agreement prohibits revocation of dissolution, then notwithstanding th…

6 Del. C. § 18-901. Law governing.

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§ 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 country under which a foreign limited liability company is organized govern its organization and internal affairs and the …

6 Del. C. § 18-902. Registration required; application.

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§ 18-902. Registration required; application. Before doing business in the State of Delaware, a foreign limited liability company shall register with the Secretary of State. In order to register, a foreign limited liability company shall submit to the Secretary of State: (1) A co…

6 Del. C. § 18-903. Issuance of registration.

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§ 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 paid, the Secretary shall: (1) Certify that the application has been filed by endorsing upon the original application the …

6 Del. C. § 18-904. Name; registered office; registered agent.

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§ 18-904. Name; registered office; registered agent. (a) A foreign limited liability company may register with the Secretary of State under any name (whether or not it is the name under which it is registered in the jurisdiction of its formation) that includes the words “Limited …

6 Del. C. § 18-905. Amendments to application.

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§ 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 arrangements or other facts described have changed, making the application false in any respect, the foreign limited liabili…

6 Del. C. § 18-906. Cancellation of registration.

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§ 18-906. Cancellation of registration. A foreign limited liability company may cancel its registration by filing with the Secretary of State a certificate of cancellation, executed by an authorized person, together with a fee as set forth in § 18-1105(a)(6) of this title. The re…

6 Del. C. § 18-907. Doing business without registration.

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§ 18-907. Doing business without registration. (a) A foreign limited liability company doing business in the State of Delaware may not maintain any action, suit or proceeding in the State of Delaware until it has registered in the State of Delaware, and has paid to the State of D…