Title 6, Commerce and Trade

§ 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…

§ 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…

§ 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;

§ 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…

§ 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…

§ 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…

§ 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…

§ 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…

§ 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 …

§ 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…

§ 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…

§ 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…

§ 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…

§ 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 …

§ 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…

§ 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 …

§ 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 …

§ 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…

§ 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…

§ 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…

§ 18-908. Foreign limited liability companies doing business without having qualified; injunctions. The Court of Chancery shall have jurisdiction to enjoin any foreign limited liability company, or any agent thereof, from doing any business in the State of Delaware if such foreig…

§ 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 liability companies.68 Del. Laws, c. 434, § 1; 77 Del. Laws, c. 287, § 5;

§ 18-910. Service of process on registered foreign limited liability companies. (a) Service of legal process upon any foreign limited liability company shall be made by delivering a copy personally to any managing or general agent or manager of the foreign limited liability compa…

§ 18-911. Service of process on unregistered foreign limited liability companies. (a) Any foreign limited liability company which shall do business in the State of Delaware without having registered under § 18-902 of this title shall be deemed to have thereby appointed and consti…

§ 18-912. Activities not constituting doing business. (a) Activities of a foreign limited liability company in the State of Delaware that do not constitute doing business for the purpose of this subchapter include: (1) Maintaining, defending or settling an action or proceeding; (…

§ 1901. Definitions. In this chapter: (1) “Member” means a person who, under the rules or practices of a nonprofit association, may participate in the selection of persons authorized to manage the affairs of the nonprofit association or in the development of policy of the nonprof…

§ 1902. Supplementary general principles of law and equity. Principles of law and equity supplement this chapter unless displaced by a particular provision of it.71 Del. Laws, c. 79, § 1;

§ 1903. Territorial application. Real and personal property in this State may be acquired, held, encumbered and transferred by a nonprofit association, whether or not the nonprofit association or a member has any other relationship to this State.71 Del. Laws, c. 79, § 1;

§ 1904. Real and personal property; nonprofit association as legatee, devisee or beneficiary. (a) A nonprofit association in its name may acquire, hold, encumber or transfer an estate or interest in real or personal property. (b) A nonprofit association may be a legatee, devisee …

§ 1905. Statement of authority as to real property. (a) A nonprofit association may execute and file a statement of authority to transfer an estate or interest in real property in the name of the nonprofit association. (b) An estate or interest in real property in the name of a n…

§ 1906. Liability in tort and contract. (a) A nonprofit association is a legal entity separate from its members for the purposes of determining and enforcing rights, duties and liabilities in contract and tort. (b) A person is not liable for a breach of a nonprofit association’s …

§ 1907. Capacity to assert and defend; standing. (a) A nonprofit association, in its name, may institute, defend, intervene or participate in a judicial, administrative or other governmental proceeding or in an arbitration, mediation or any other form of alternative dispute resol…

§ 1908. Effect of judgment or order. A judgment or order against a nonprofit association is not by itself a judgment or order against a member.71 Del. Laws, c. 79, § 1;

§ 1909. Disposition of personal property of inactive nonprofit association. If a nonprofit association has been inactive for 3 years or longer, a person in possession or control of personal property of the nonprofit association may transfer the property: (1) If a document of a no…

§ 1910. Appointment of agent to receive service of process. (a) A nonprofit association may file in the office of the Secretary of State a statement appointing an agent authorized to receive service of process. (b) A statement appointing an agent must set forth: (1) The name of t…

§ 1911. Claim not abated by change of members or officers. A claim for relief against a nonprofit association does not abate merely because of a change in its members or persons authorized to manage the affairs of the nonprofit association.71 Del. Laws, c. 79, § 1;

§ 1912. Venue. For purposes of venue, a nonprofit association is a resident of a city or county in which it has an office.71 Del. Laws, c. 79, § 1;

§ 1913. Summons and complaint; service on whom. In an action or proceeding against a nonprofit association, a summons and complaint must be served on an agent authorized by appointment to receive service of process, an officer, managing or general agent, or a person authorized to…

§ 1914. Uniformity of application and construction. This chapter shall be applied and construed to effectuate its general purpose to make uniform the law with respect to the subject of this chapter among states enacting it.71 Del. Laws, c. 79, § 1;

§ 1915. Short title. This chapter shall be known as and may be cited as the “Delaware Uniform Unincorporated Nonprofit Association Act.”71 Del. Laws, c. 79, § 1;

§ 1916. Transition concerning real and personal property. (a) If, before June 25, 1997, an estate or interest in real or personal property was purportedly transferred to a nonprofit association, on June 25, 1997, the estate or interest vests in the nonprofit association unless th…

§ 2001. Definitions. The following words, terms and phrases, when used in this chapter, shall have the meanings ascribed to them in this section, except where the context clearly indicates a different meaning: (1) “Improper means” shall include theft, bribery, misrepresentation, …

§ 2002. Injunctive relief. (a) Actual or threatened misappropriation may be enjoined. Upon application to the court, an injunction shall be terminated when the trade secret has ceased to exist, but the injunction may be continued for an additional reasonable period of time in ord…

§ 2003. Damages. (a) Except to the extent that a material and prejudicial change of position prior to acquiring knowledge or reason to know of misappropriation renders a monetary recovery inequitable, a complainant is entitled to recover damages for misappropriation. Damages can …

§ 2004. Attorneys’ fees. If a claim of misappropriation is made in bad faith, a motion to terminate an injunction is made or resisted in bad faith, or wilful and malicious misappropriation exists, the court may award reasonable attorney’s fees to the prevailing party.63 Del. Laws…

§ 2005. Preservation of secrecy. In an action under this chapter, a court shall preserve the secrecy of an alleged trade secret by reasonable means, which may include granting protective orders in connection with discovery proceedings, holding in-camera hearings, sealing the reco…