reglab/housing_qa huggingface dataset:
6 DE Code § 18-112. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|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. (a) Upon motion by the Attorney General, the Court of Chancery shall have jurisdiction to cancel the certificate of formation of any domestic limited liability company for abuse or misuse of its limited liability company powers, privileges or existence. The Attorney General shall proceed for this purpose in the Court of Chancery. (b) The Court of Chancery shall have power, by appointment of trustees, receivers or otherwise, to administer and wind up the affairs of any domestic limited liability company whose certificate of formation shall be canceled by the Court of Chancery under this section, and to make such orders and decrees with respect thereto as shall be just and equitable respecting its affairs and assets and the rights of its members and creditors. 81 Del. Laws, c. 357, § 8;
6 DE Code § 18-201. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 18. Limited Liability Company Act|Subchapter II. Formation; 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 certificate of formation shall be filed in the office of the Secretary of State and set forth:  (1) The name of the limited liability company; (2) The address of the registered office and the name and address of the registered agent for service of process required to be maintained by § 18-104 of this title; and (3) Any other matters the members determine to include therein. (b) A limited liability company is formed at the time of the filing of the initial certificate of formation in the office of the Secretary of State or at any later date or time specified in the certificate of formation if, in either case, there has been substantial compliance with the requirements of this section. A limited liability company formed under this chapter shall be a separate legal entity, the existence of which as a separate legal entity shall continue until cancellation of the limited liability company's certificate of formation. (c) The filing of the certificate of formation in the office of the Secretary of State shall make it unnecessary to file any other documents under Chapter 31 of this title. (d) A limited liability company agreement shall be entered into or otherwise existing either before, after or at the time of the filing of a certificate of formation and, whether entered into or otherwise existing before, after or at the time of such filing, may be made effective as of the effective time of such filing or at such other time or date as provided in or reflected by the limited liability company agreement. (e) A certificate of formation substantially complies with § 18-201(a)(2) of this title if it contains the name of the registered agent and the address of the registered office even if the certificate of formation does not expressly designate such person as the registered agent or such address as the registered office or the address of the registered agent. 68 Del. Laws, c. 434, §  1;  69 Del. Laws, c. 260, §  7;  70 Del. Laws, c. 75, §  5;  76 Del. Laws, c. 105, §  9;  78 Del. Laws, c. 270, §  2;  81 Del. Laws, c. 89, § 6;
6 DE Code § 18-202. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|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. (a) A certificate of formation is amended by filing a certificate of amendment thereto in the office of the Secretary of State. The certificate of amendment shall set forth:  (1) The name of the limited liability company; and (2) The amendment to the certificate of formation. (b) A manager or, if there is no manager, then any member who becomes aware that any statement in a certificate of formation was false when made, or that any matter described has changed making the certificate of formation false in any material respect, shall promptly amend the certificate of formation. (c) A certificate of formation may be amended at any time for any other proper purpose. (d) Unless otherwise provided in this chapter or unless a later effective date or time (which shall be a date or time certain) is provided for in the certificate of amendment, a certificate of amendment shall be effective at the time of its filing with the Secretary of State. 68 Del. Laws, c. 434, §  1;
6 DE Code § 18-205. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|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. (a) If a person required to execute a certificate required by this subchapter fails or refuses to do so, any other person who is adversely affected by the failure or refusal may petition the Court of Chancery to direct the execution of the certificate. If the Court finds that the execution of the certificate is proper and that any person so designated has failed or refused to execute the certificate, it shall order the Secretary of State to record an appropriate certificate. (b) If a person required to execute a limited liability company agreement or amendment thereof fails or refuses to do so, any other person who is adversely affected by the failure or refusal may petition the Court of Chancery to direct the execution of the limited liability company agreement or amendment thereof. If the Court finds that the limited liability company agreement or amendment thereof should be executed and that any person required to execute the limited liability company agreement or amendment thereof has failed or refused to do so, it shall enter an order granting appropriate relief. 68 Del. Laws, c. 434, §  1;
6 DE Code § 18-207. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 18. Limited Liability Company Act|Subchapter II. Formation; Certificate of Formation|§ 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 with the filing of the certificate of formation is a limited liability company formed under the laws of the State of Delaware and is notice of all other facts set forth therein which are required to be set forth in a certificate of formation by § 18-201(a)(1) and (2) or § 18-1202 of this title and which are permitted to be set forth in a certificate of formation by § 18-215(b) or § 18-218(b) of this title. The fact that a certificate of registered series is on file in the office of the Secretary of State is notice that the registered series named in such certificate of registered series has been formed pursuant to § 18-218 of this title and is notice of all other facts set forth therein which are required to be set forth in a certificate of registered series by § 18-218(d) of this title. 68 Del. Laws, c. 434, §  1;  70 Del. Laws, c. 360, §  5;  81 Del. Laws, c. 357, §§ 13, 14;
6 DE Code § 18-210. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 18. Limited Liability Company Act|Subchapter II. Formation; Certificate of Formation|§ 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 plan of merger or a plan of division, no appraisal rights shall be available with respect to a limited liability company interest or another interest in a limited liability company, including in connection with any amendment of a limited liability company agreement, any merger or consolidation in which the limited liability company or a registered series of the limited liability company is a constituent party to the merger or consolidation, any division of the limited liability company, any conversion of the limited liability company to another business form, any conversion of a protected series of the limited liability company to a registered series of such limited liability company, any conversion of a registered series of the limited liability company to a protected series of such limited liability company, any transfer to or domestication or continuance in any jurisdiction by the limited liability company, or the sale of all or substantially all of the limited liability company's assets. The Court of Chancery shall have jurisdiction to hear and determine any matter relating to any appraisal rights provided in a limited liability company agreement or an agreement of merger or consolidation or a plan of merger or a plan of division. 69 Del. Laws, c. 260, §  14;  73 Del. Laws, c. 295, §  6;  76 Del. Laws, c. 105, §  19;  77 Del. Laws, c. 287, §  17;  82 Del. Laws, c. 48, § 6;  82 Del. Laws, c. 259, § 5;
6 DE Code § 18-211. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 18. Limited Liability Company Act|Subchapter II. Formation; Certificate of Formation|§ 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 chapter has been so filed and is an inaccurate record of the action therein referred to, or was defectively or erroneously executed, such certificate may be corrected by filing with the office of the Secretary of State a certificate of correction of such certificate. The certificate of correction shall specify the inaccuracy or defect to be corrected, shall set forth the portion of the certificate in corrected form, and shall be executed and filed as required by this chapter. The certificate of correction shall be effective as of the date the original certificate was filed, except as to those persons who are substantially and adversely affected by the correction, and as to those persons the certificate of correction shall be effective from the filing date. (b) In lieu of filing a certificate of correction, a certificate may be corrected by filing with the Secretary of State a corrected certificate which shall be executed and filed as if the corrected certificate were the certificate being corrected, and a fee equal to the fee payable to the Secretary of State for a certificate of correction as prescribed by § 18-1105 of this title shall be paid and collected by the Secretary of State for the use of the State of Delaware in connection with the filing of the corrected certificate. The corrected certificate shall be specifically designated as such in its heading, shall specify the inaccuracy or defect to be corrected and shall set forth the entire certificate in corrected form. A certificate corrected in accordance with this section shall be effective as of the date the original certificate was filed, except as to those persons who are substantially and adversely affected by the correction and as to those persons the certificate as corrected shall be effective from the filing date. 69 Del. Laws, c. 260, §  15;  71 Del. Laws, c. 77, §  13;  81 Del. Laws, c. 357, § 18;
6 DE Code § 18-303. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 18. Limited Liability Company Act|Subchapter III. Members|§ 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, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the limited liability company, and no member or manager of a limited liability company shall be obligated personally for any such debt, obligation or liability of the limited liability company solely by reason of being a member or acting as a manager of the limited liability company. (b) Notwithstanding the provisions of subsection (a) of this section, under a limited liability company agreement or under another agreement, a member or manager may agree to be obligated personally for any or all of the debts, obligations and liabilities of the limited liability company. 68 Del. Laws, c. 434, §  1;  69 Del. Laws, c. 260, §  22;
6 DE Code § 18-304. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 18. Limited Liability Company Act|Subchapter III. Members|§ 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 otherwise provided in a limited liability company agreement, or with the consent of all members, a member:  a. Makes an assignment for the benefit of creditors; b. Files a voluntary petition in bankruptcy; c. Is adjudged a bankrupt or insolvent, or has entered against the member an order for relief, in any bankruptcy or insolvency proceeding; d. Files a petition or answer seeking for the member any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation; e. Files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against the member in any proceeding of this nature; f. Seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of the member or of all or any substantial part of the member's properties; or (2) Unless otherwise provided in a limited liability company agreement, or with the consent of all members, 120 days after the commencement of any proceeding against the member seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation, if the proceeding has not been dismissed, or if within 90 days after the appointment without the member's consent or acquiescence of a trustee, receiver or liquidator of the member or of all or any substantial part of the member's properties, the appointment is not vacated or stayed, or within 90 days after the expiration of any such stay, the appointment is not vacated.68 Del. Laws, c. 434, §  1;  70 Del. Laws, c. 186, §  1;  80 Del. Laws, c. 271, § 5;
6 DE Code § 18-306. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|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. 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 shall be subject to specified penalties or specified consequences; and (2) At the time or upon the happening of events specified in the limited liability company agreement, a member shall be subject to specified penalties or specified consequences. Such specified penalties or specified consequences may include and take the form of any penalty or consequence set forth in § 18-502(c) of this title. 68 Del. Laws, c. 434, §  1;  73 Del. Laws, c. 83, §  16;
6 DE Code § 18-401. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 18. Limited Liability Company Act|Subchapter IV. 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. 68 Del. Laws, c. 434, §  1;  69 Del. Laws, c. 260, §  23;  82 Del. Laws, c. 48, § 1;
6 DE Code § 18-402. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 18. Limited Liability Company Act|Subchapter IV. Managers|§ 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 company shall be vested in its members in proportion to the then current percentage or other interest of members in the profits of the limited liability company owned by all of the members, the decision of members owning more than 50 percent of the said percentage or other interest in the profits controlling; provided however, that if a limited liability company agreement provides for the management, in whole or in part, of a limited liability company by a manager, the management of the limited liability company, to the extent so provided, shall be vested in the manager who shall be chosen in the manner provided in the limited liability company agreement. The manager shall also hold the offices and have the responsibilities accorded to the manager by or in the manner provided in a limited liability company agreement. Subject to § 18-602 of this title, a manager shall cease to be a manager as provided in a limited liability company agreement. A limited liability company may have more than 1 manager. Unless otherwise provided in a limited liability company agreement, each member and manager has the authority to bind the limited liability company. 68 Del. Laws, c. 434, §  1;  69 Del. Laws, c. 260, §  24;  70 Del. Laws, c. 75, §  19;  70 Del. Laws, c. 186, §  1;  71 Del. Laws, c. 341, §  12;  72 Del. Laws, c. 129, §  11;
6 DE Code § 18-403. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 18. Limited Liability Company Act|Subchapter IV. Managers|§ 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 and losses of, and in distributions from, the limited liability company as a member. A person who is both a manager and a member has the rights and powers, and is subject to the restrictions and liabilities, of a manager and, except as provided in a limited liability company agreement, also has the rights and powers, and is subject to the restrictions and liabilities, of a member to the extent of the manager's participation in the limited liability company as a member. 68 Del. Laws, c. 434, §  1;  70 Del. Laws, c. 186, §  1;
6 DE Code § 18-405. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|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. 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 shall be subject to specified penalties or specified consequences; and (2) At the time or upon the happening of events specified in the limited liability company agreement, a manager shall be subject to specified penalties or specified consequences.68 Del. Laws, c. 434, §  1;
6 DE Code § 18-406. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|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. 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 or statements presented by another manager, member or liquidating trustee, an officer or employee of the limited liability company, or committees of the limited liability company, members or managers, or by any other person as to matters the member, manager or liquidating trustees reasonably believes are within such other person's professional or expert competence, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits or losses of the limited liability company, or the value and amount of assets or reserves or contracts, agreements or other undertakings that would be sufficient to pay claims and obligations of the limited liability company or to make reasonable provision to pay such claims and obligations, or any other facts pertinent to the existence and amount of assets from which distributions to members or creditors might properly be paid. 68 Del. Laws, c. 434, §  1;  75 Del. Laws, c. 51, §  8;
6 DE Code § 18-407. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|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. 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, as the case may be, rights, powers and duties to manage and control the business and affairs of the limited liability company, which delegation may be made irrespective of whether the member or manager has a conflict of interest with respect to the matter as to which its rights, powers or duties are being delegated, and the person or persons to whom any such rights, powers or duties are being delegated shall not be deemed conflicted solely by reason of the conflict of interest of the member or manager. Any such delegation may be to agents, officers and employees of a member or manager or the limited liability company, and by a management agreement or another agreement with, or otherwise to, other persons, including a committee of 1 or more persons. Unless otherwise provided in the limited liability company agreement, such delegation by a member or manager shall be irrevocable if it states that it is irrevocable. Unless otherwise provided in the limited liability company agreement, such delegation by a member or manager of a limited liability company shall not cause the member or manager to cease to be a member or manager, as the case may be, of the limited liability company or cause the person to whom any such rights, powers and duties have been delegated to be a member or manager, as the case may be, of the limited liability company. No other provision of this chapter or other law shall be construed to restrict a member's or manager's power and authority to delegate any or all of its rights, powers and duties to manage and control the business and affairs of the limited liability company. 69 Del. Laws, c. 260, §  25;  71 Del. Laws, c. 77, §  28;  73 Del. Laws, c. 295, §  8;  80 Del. Laws, c. 45, §  7;  81 Del. Laws, c. 89, § 11;  83 Del. Laws, c. 61, § 4;
6 DE Code § 18-501. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 18. Limited Liability Company Act|Subchapter V. Finance|§ 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 or other obligation to contribute cash or property or to perform services. 68 Del. Laws, c. 434, §  1;