Delaware Limited Liability Company Act

Mary Whisner,

Jennifer S. Fan

Limited Liability Company Act, Del. Code tit. 6, ch. 18, [state website]

(Lexis and Westlaw have annotated versions of the code.)

Significant provisions:

DLLCA Section 18-102 (formation)

DLLCA Section 18-402 (default is member management)

DLLCA Section 18-409 (duties of care and loyalty)

DLLCA Section 18-1101(c) (does not allow LLC agreement to eliminate good faith and fair dealing)

DLLCA Section 18-303(a) (full liability shield)

DLLCA Section 18-702 (transfer of an LLC interest)

DLLCA Section 18-503 (default rule for allocation of LLC profits and losses)

DLLCA Section 18-504 (default rule for allocation of LLC distributions)

DLLCA Section 18-101(3) (definition of "contribution")

DLLCA Section 18-603 (default rule is that member cannot withdraw or resign from an LLC prior to the dissolution or winding up of the company)

DLLCA Section 18-801 (voluntary dissolution)

This book, and all H2O books, are Creative Commons licensed for sharing and re-use with the exception of certain excerpts. Any excerpts from the Restatements of the Law, Principles of the Law, and the Model Penal Code are copyright by The American Law Institute. Excerpts are reproduced with permission, not as part of a Creative Commons license.