reglab/statecodes huggingface dataset:
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 18. LIMITED LIABILITY COMPANY ACT › Subchapter VI. Distributions and Resignation › § 18-607. Limitations on distribution.

§§ 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 to members on account of their limited liability company interests and liabilities for which the recourse of creditors is limited to specified property of the limited liability company, exceed the fair value of the assets of the limited liability company, except that the fair value of property that is subject to a liability for which the recourse of creditors is limited shall be included in the assets of the limited liability company only to the extent that the fair value of that property exceeds that liability. For purposes of this subsection (a), the term “distribution” shall not include amounts constituting reasonable compensation for present or past services or reasonable payments made in the ordinary course of business pursuant to a bona fide retirement plan or other benefits program.
(b) A member who receives a distribution in violation of subsection (a) of this section, and who knew at the time of the distribution that the distribution violated subsection (a) of this section, shall be liable to a limited liability company for the amount of the distribution. A member who receives a distribution in violation of subsection (a) of this section, and who did not know at the time of the distribution that the distribution violated subsection (a) of this section, shall not be liable for the amount of the distribution. Subject to subsection (c) of this section, this subsection shall not affect any obligation or liability of a member under an agreement or other applicable law for the amount of a distribution.
(c) Unless otherwise agreed, a member who receives a distribution from a limited liability company shall have no liability under this chapter or other applicable law for the amount of the distribution after the expiration of 3 years from the date of the distribution unless an action to recover the distribution from such member is commenced prior to the expiration of the said 3-year period and an adjudication of liability against such member is made in the said action.
68 Del. Laws, c. 434, §  1;  69 Del. Laws, c. 260, §  29;  72 Del. Laws, c. 389, §  23;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 18. LIMITED LIABILITY COMPANY ACT › Subchapter VII. Assignment of Limited Liability Company Interests › § 18-701. Nature of limited liability company interest.

§§ 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;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 18. LIMITED LIABILITY COMPANY ACT › Subchapter VII. Assignment of Limited Liability Company Interests › § 18-703. Member's limited liability company interest subject to charging order.

§§ 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 judgment. To the extent so charged, the judgment creditor has only the right to receive any distribution or distributions to which the judgment debtor would otherwise have been entitled in respect of such limited liability company interest.
(b) A charging order constitutes a lien on the judgment debtor's limited liability company interest.
(c) This chapter does not deprive a member or member's assignee of a right under exemption laws with respect to the judgment debtor's limited liability company interest.
(d) The entry of a charging order is the exclusive remedy by which a judgment creditor of a member or a member's assignee may satisfy a judgment out of the judgment debtor's limited liability company interest and attachment, garnishment, foreclosure or other legal or equitable remedies are not available to the judgment creditor, whether the limited liability company has 1 member or more than 1 member.
(e) No creditor of a member or of a member's assignee shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the limited liability company.
(f) The Court of Chancery shall have jurisdiction to hear and determine any matter relating to any such charging order.
68 Del. Laws, c. 434, §  1;  70 Del. Laws, c. 186, §  1;  72 Del. Laws, c. 389, §  24;  75 Del. Laws, c. 51, §§  9-15;  79 Del. Laws, c. 74, §  6;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 18. LIMITED LIABILITY COMPANY ACT › Subchapter VII. Assignment of Limited Liability Company Interests › § 18-704. Right of assignee to become member.

§§ 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 of all of the members of the limited liability company; or
(3) Unless otherwise provided in the limited liability company agreement by a specific reference to this subsection or otherwise provided in connection with the assignment, upon the voluntary assignment by the sole member of the limited liability company of all of the limited liability company interests in the limited liability company to a single assignee. An assignment will be voluntary for purposes of this subsection if it is consented to by the member at the time of the assignment and is not effected by foreclosure or other similar legal process.
(b) An assignee who has become a member has, to the extent assigned, the rights and powers, and is subject to the restrictions and liabilities, of a member under a limited liability company agreement and this chapter. Notwithstanding the foregoing, unless otherwise provided in a limited liability company agreement, an assignee who becomes a member is liable for the obligations of the assignor to make contributions as provided in § 18-502 of this title, but shall not be liable for the obligations of the assignor under subchapter VI of this chapter. However, the assignee is not obligated for liabilities, including the obligations of the assignor to make contributions as provided in § 18-502 of this title, unknown to the assignee at the time the assignee became a member and which could not be ascertained from a limited liability company agreement.
(c) Whether or not an assignee of a limited liability company interest becomes a member, the assignor is not released from liability to a limited liability company under subchapters V and VI of this chapter.
68 Del. Laws, c. 434, §  1;  70 Del. Laws, c. 186, §  1;  77 Del. Laws, c. 287, §  24;  80 Del. Laws, c. 271, § 8;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 18. LIMITED LIABILITY COMPANY ACT › Subchapter VII. Assignment of Limited Liability Company Interests › § 18-705. Powers of estate of deceased or incompetent member.

§§ 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 member's rights for the purpose of settling the member's estate or administering the member's property, including any power under a limited liability company agreement of an assignee to become a member. If a member is a corporation, trust or other entity and is dissolved or terminated, the powers of that member may be exercised by its personal representative.
68 Del. Laws, c. 434, §  1;  70 Del. Laws, c. 186, §  1;  71 Del. Laws, c. 77, §  29;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 18. LIMITED LIABILITY COMPANY ACT › Subchapter VIII. Dissolution › § 18-802. Judicial dissolution.

§§ 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 Del. Laws, c. 434, §  1;  70 Del. Laws, c. 75, §  21;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 18. LIMITED LIABILITY COMPANY ACT › Subchapter VIII. Dissolution › § 18-803. Winding up.

§§ 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 percent of the then current percentage or other interest in the profits of the limited liability company owned by all of the members, may wind up the limited liability company's affairs; but the Court of Chancery, upon cause shown, may wind up the limited liability company's affairs upon application of any member or manager, or the member's personal representative or assignee, and in connection therewith, may appoint a liquidating trustee. Unless otherwise provided in a limited liability company agreement, a limited liability company whose original certificate of formation was filed with the Secretary of State and effective on or prior to July 31, 2015, shall continue to be governed by this subsection as in effect on July 31, 2015.
(b) Upon dissolution of a limited liability company and until the filing of a certificate of cancellation as provided in § 18-203 of this title, the persons winding up the limited liability company's affairs may, in the name of, and for and on behalf of, the limited liability company, prosecute and defend suits, whether civil, criminal or administrative, gradually settle and close the limited liability company's business, dispose of and convey the limited liability company's property, discharge or make reasonable provision for the limited liability company's liabilities, and distribute to the members any remaining assets of the limited liability company, all without affecting the liability of members and managers and without imposing liability on a liquidating trustee.
68 Del. Laws, c. 434, §  1;  70 Del. Laws, c. 186, §  1;  71 Del. Laws, c. 77, §  31;  78 Del. Laws, c. 270, §  8;  80 Del. Laws, c. 45, §  10;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 18. LIMITED LIABILITY COMPANY ACT › Subchapter VIII. Dissolution › § 18-805. Trustees or receivers for limited liability companies; appointment; powers; duties.

§§ 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 title, the Court of Chancery, on application of any creditor, member or manager of the limited liability company, or any other person who shows good cause therefor, at any time, may either appoint 1 or more of the managers of the limited liability company to be trustees, or appoint 1 or more persons to be receivers, of and for the limited liability company, to take charge of the limited liability company's property, and to collect the debts and property due and belonging to the limited liability company, with the power to prosecute and defend, in the name of the limited liability company, or otherwise, all such suits as may be necessary or proper for the purposes aforesaid, and to appoint an agent or agents under them, and to do all other acts which might be done by the limited liability company, if in being, that may be necessary for the final settlement of the unfinished business of the limited liability company. The powers of the trustees or receivers may be continued as long as the Court of Chancery shall think necessary for the purposes aforesaid.
74 Del. Laws, c. 85, §  15;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 18. LIMITED LIABILITY COMPANY ACT › Subchapter VIII. Dissolution › § 18-806. Revocation of dissolution.

§§ 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 the occurrence of an event set forth in § 18-801(a)(1), (2), (3) or (4) of this title, the limited liability company shall not be dissolved and its affairs shall not be wound up if, prior to the filing of a certificate of cancellation in the office of the Secretary of State, the limited liability company is continued, effective as of the occurrence of such event:
(1) In the case of dissolution effected by the vote or consent of the members or other persons, pursuant to such vote or consent (and the approval of any members or other persons whose approval is required under the limited liability company agreement to revoke a dissolution contemplated by this paragraph);
(2) In the case of dissolution under § 18-801(a)(1) or (2) of this title (other than a dissolution effected by the vote or consent of the members or other persons or the occurrence of an event that causes the last remaining member to cease to be a member), pursuant to such vote or consent that, pursuant to the terms of the limited liability company agreement, is required to amend the provision of the limited liability company agreement effecting such dissolution (and the approval of any members or other persons whose approval is required under the limited liability company agreement to revoke a dissolution contemplated by this paragraph); and
(3) In the case of dissolution effected by the occurrence of an event that causes the last remaining member to cease to be a member, pursuant to the vote or consent of the personal representative of the last remaining member of the limited liability company or the assignee of all of the limited liability company interests in the limited liability company (and the approval of any other persons whose approval is required under the limited liability company agreement to revoke a dissolution contemplated by this paragraph).
If there is no remaining member of the limited liability company and the personal representative of the last remaining member or the assignee of all of the limited liability company interests in the limited liability company votes in favor of or consents to the continuation of the limited liability company, such personal representative or such assignee, as applicable, shall be required to agree to the admission of a nominee or designee as a member, effective as of the occurrence of the event that terminated the continued membership of the last remaining member. The provisions of this section shall not be construed to limit the accomplishment of a revocation of dissolution by other means permitted by law.
75 Del. Laws, c. 51, §  16;  79 Del. Laws, c. 302, §  5;  80 Del. Laws, c. 271, § 10;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 18. LIMITED LIABILITY COMPANY ACT › Subchapter IX. Foreign Limited Liability Companies › § 18-901. Law governing.

§§ 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 liability of its members and managers; and
(2) A foreign limited liability company may not be denied registration by reason of any difference between those laws and the laws of the State of Delaware.
(b) A foreign limited liability company shall be subject to § 18-106 of this title.
68 Del. Laws, c. 434, §  1;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 18. LIMITED LIABILITY COMPANY ACT › Subchapter IX. Foreign Limited Liability Companies › § 18-902. Registration required; application.

§§ 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 copy executed by an authorized person of an application for registration as a foreign limited liability company, setting forth:
a. The name of the foreign limited liability company and, if different, the name under which it proposes to register and do business in the State of Delaware;
b. The state, territory, possession or other jurisdiction or country where formed, the date of its formation and a statement from an authorized person that, as of the date of filing, the foreign limited liability company validly exists as a limited liability company under the laws of the jurisdiction of its formation;
c. The nature of the business or purposes to be conducted or promoted in the State of Delaware;
d. The address of the registered office and the name and address of the registered agent for service of process required to be maintained by § 18-904(b) of this title;
e. A statement that the Secretary of State is appointed the agent of the foreign limited liability company for service of process under the circumstances set forth in § 18-910(b) of this title; and
f. The date on which the foreign limited liability company first did, or intends to do, business in the State of Delaware.
(2) A certificate, as of a date not earlier than 6 months prior to the filing date, issued by an authorized officer of the jurisdiction of its formation evidencing its existence. If such certificate is in a foreign language, a translation thereof, under oath of the translator, shall be attached thereto.
(3) A fee as set forth in § 18-1105(a)(6) of this title shall be paid.
68 Del. Laws, c. 434, §  1;  75 Del. Laws, c. 51, §  17;  77 Del. Laws, c. 287, §  25;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 18. LIMITED LIABILITY COMPANY ACT › Subchapter IX. Foreign Limited Liability Companies › § 18-903. Issuance of registration.

§§ 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 word “Filed”, and the date and hour of the filing. This endorsement is conclusive of the date and time of its filing in the absence of actual fraud;
(2) File and index the endorsed application.
(b) The Secretary of State shall prepare and return to the person who filed the application or the person's representative a copy of the original signed application, similarly endorsed, and shall certify such copy as a true copy of the original signed application.
(c) The filing of the application with the Secretary of State shall make it unnecessary to file any other documents under Chapter 31 of this title.
68 Del. Laws, c. 434, §  1;  69 Del. Laws, c. 260, §  34;  70 Del. Laws, c. 186, §  1;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 18. LIMITED LIABILITY COMPANY ACT › Subchapter IX. Foreign Limited Liability Companies › § 18-905. Amendments to application.

§§ 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 liability company shall promptly file in the office of the Secretary of State a certificate, executed by an authorized person, correcting such statement, together with a fee as set forth in § 18-1105(a)(6) of this title.
68 Del. Laws, c. 434, §  1;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 18. LIMITED LIABILITY COMPANY ACT › Subchapter IX. Foreign Limited Liability Companies › § 18-906. Cancellation of registration.

§§ 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 registration of a foreign limited liability company shall be canceled as provided in §§ 18-104(i)(4), 18-904(e) and 18-1107(h) of this title. A cancellation does not terminate the authority of the Secretary of State to accept service of process on the foreign limited liability company with respect to causes of action arising out of the doing of business in the State of Delaware.
68 Del. Laws, c. 434, §  1;  75 Del. Laws, c. 317, §  35;  76 Del. Laws, c. 105, §  34;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 18. LIMITED LIABILITY COMPANY ACT › Subchapter IX. Foreign Limited Liability Companies › § 18-907. Doing business without registration.

§§ 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 Delaware all fees and penalties for the years or parts thereof, during which it did business in the State of Delaware without having registered.
(b) The failure of a foreign limited liability company to register in the State of Delaware does not impair:
(1) The validity of any contract or act of the foreign limited liability company;
(2) The right of any other party to the contract to maintain any action, suit or proceeding on the contract; or
(3) Prevent the foreign limited liability company from defending any action, suit or proceeding in any court of the State of Delaware.
(c) A member or a manager of a foreign limited liability company is not liable for the obligations of the foreign limited liability company solely by reason of the limited liability company's having done business in the State of Delaware without registration.
(d) Any foreign limited liability company doing business in the State of Delaware without first having registered shall be fined and shall pay to the Secretary of State $200 for each year or part thereof during which the foreign limited liability company failed to register in the State of Delaware.
68 Del. Laws, c. 434, §  1;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 18. LIMITED LIABILITY COMPANY ACT › Subchapter IX. Foreign Limited Liability Companies › § 18-908. Foreign limited liability companies doing business without having qualified; injunctions.

§§ 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 foreign limited liability company has failed to register under this subchapter or if such foreign limited liability company has secured a certificate of the Secretary of State under § 18-903 of this title on the basis of false or misleading representations. Upon the motion of the Attorney General or upon the relation of proper parties, the Attorney General shall proceed for this purpose by complaint in any county in which such foreign limited liability company is doing or has done business.
68 Del. Laws, c. 434, §  1;  70 Del. Laws, c. 186, §  1;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 18. LIMITED LIABILITY COMPANY ACT › Subchapter IX. Foreign Limited Liability Companies › § 18-909. Execution; liability.

§§ 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;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 18. LIMITED LIABILITY COMPANY ACT › Subchapter IX. Foreign Limited Liability Companies › § 18-912. Activities not constituting doing business.

§§ 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;
(2) Holding meetings of its members or managers or carrying on any other activity concerning its internal affairs;
(3) Maintaining bank accounts;
(4) Maintaining offices or agencies for the transfer, exchange or registration of the limited liability company's own securities or maintaining trustees or depositories with respect to those securities;
(5) Selling through independent contractors;
(6) Soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside the State of Delaware before they become contracts;
(7) Selling, by contract consummated outside the State of Delaware, and agreeing, by the contract, to deliver into the State of Delaware, machinery, plants or equipment, the construction, erection or installation of which within the State of Delaware requires the supervision of technical engineers or skilled employees performing services not generally available, and as part of the contract of sale agreeing to furnish such services, and such services only, to the vendee at the time of construction, erection or installation;
(8) Creating, as borrower or lender, or acquiring indebtedness with or without a mortgage or other security interest in property;
(9) Collecting debts or foreclosing mortgages or other security interests in property securing the debts, and holding, protecting and maintaining property so acquired;
(10) Conducting an isolated transaction that is not 1 in the course of similar transactions;
(11) Doing business in interstate commerce; and
(12) Doing business in the State of Delaware as an insurance company.
(b) A person shall not be deemed to be doing business in the State of Delaware solely by reason of being a member or manager of a domestic limited liability company or a foreign limited liability company.
(c) This section does not apply in determining whether a foreign limited liability company is subject to service of process, taxation or regulation under any other law of the State of Delaware.
75 Del. Laws, c. 51, §  18;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 18. LIMITED LIABILITY COMPANY ACT › Subchapter X. Derivative Actions › § 18-1001. Right to bring action.

§§ 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 a limited liability company to recover a judgment in its favor if managers or members with authority to do so have refused to bring the action or if an effort to cause those managers or members to bring the action is not likely to succeed.
68 Del. Laws, c. 434, §  1;  71 Del. Laws, c. 341, §  16;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 18. LIMITED LIABILITY COMPANY ACT › Subchapter X. Derivative Actions › § 18-1002. Proper plaintiff.

§§ 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 bringing the action and:
(1) At the time of the transaction of which the plaintiff complains; or
(2) The plaintiff's status as a member or an assignee of a limited liability company interest had devolved upon the plaintiff by operation of law or pursuant to the terms of a limited liability company agreement from a person who was a member or an assignee of a limited liability company interest at the time of the transaction.
68 Del. Laws, c. 434, §  1;  70 Del. Laws, c. 186, §  1;  71 Del. Laws, c. 341, §  17;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 18. LIMITED LIABILITY COMPANY ACT › Subchapter X. Derivative Actions › § 18-1003. Complaint.

§§ 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 action by a manager or member or the reasons for not making the effort.
68 Del. Laws, c. 434, §  1;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 18. LIMITED LIABILITY COMPANY ACT › Subchapter X. Derivative Actions › § 18-1004. Expenses.

§§ 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 court may award the plaintiff reasonable expenses, including reasonable attorney's fees, from any recovery in any such action or from a limited liability company.
68 Del. Laws, c. 434, §  1;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 18. LIMITED LIABILITY COMPANY ACT › Subchapter XI. Miscellaneous › § 18-1103. Severability.

§§ 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 other provisions or applications of the chapter which can be given effect without the invalid provision or application, and to this end, the provisions of this chapter are severable.
68 Del. Laws, c. 434, §  1;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 18. LIMITED LIABILITY COMPANY ACT › Subchapter XI. Miscellaneous › § 18-1104. Cases not provided for in this chapter.

§§ 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 equity relating to fiduciary duties and the law merchant, shall govern.
68 Del. Laws, c. 434, §  1;  79 Del. Laws, c. 74, §  8;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 18. LIMITED LIABILITY COMPANY ACT › Subchapter XI. Miscellaneous › § 18-1108. Cancellation of certificate of formation or certificate of registered series for failure to pay taxes.

§§ 18-1108. Cancellation of certificate of formation or certificate of registered series for failure to pay taxes.
(a) The certificate of formation of a domestic limited liability company shall be canceled if the annual tax due under § 18-1107 of this title for the domestic limited liability company is not paid for a period of 3 years from the date it is due, such cancellation to be effective on the third anniversary of such due date.
(b) The certificate of registered series of a registered series shall be canceled if the annual tax due under § 18-1107 of this title for the registered series is not paid for a period of 3 years from the date it is due, such cancellation to be effective on the third anniversary of such due date.
(c) A list of those domestic limited liability companies and registered series whose certificates of formation or certificates of registered series were canceled on June 1 of such calendar year pursuant to § 18-1108(a) or § 18-1108(b) of this title shall be filed in the office of the Secretary of State. On or before October 31 of each calendar year, the Secretary of State shall publish such list on the Internet or on a similar medium for a period of 1 week and shall advertise the website or other address where such list can be accessed in at least 1 newspaper of general circulation in the State of Delaware.
70 Del. Laws, c. 75, §  29;  73 Del. Laws, c. 295, §  11;  76 Del. Laws, c. 105, §  36;  81 Del. Laws, c. 357, § 31;  83 Del. Laws, c. 379, § 7;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 18. LIMITED LIABILITY COMPANY ACT › Subchapter XII. Statutory Public Benefit Limited Liability Companies › § 18-1201. Law applicable to statutory public benefit limited liability companies; how formed.

§§ 18-1201. Law applicable to statutory public benefit limited liability companies; how formed.
This subchapter applies to all statutory public benefit limited liability companies, as defined in § 18-1202(a) of this title. If a limited liability company is formed as or elects to become a statutory public benefit limited liability company in the manner prescribed in this section, it shall be subject in all respects to the provisions of this chapter, except to the extent this subchapter imposes additional or different requirements, in which case such additional or different requirements shall apply, and notwithstanding § 18-1101 of this title or any other provision of this title, such additional or different requirements imposed by this subchapter may not be altered in the limited liability company agreement. If a limited liability company is not formed as a statutory public benefit limited liability company, it may become a statutory public benefit limited liability company in the manner specified in its limited liability company agreement or by amending its limited liability company agreement and certificate of formation to comply with the requirements of this subchapter.
81 Del. Laws, c. 357, § 34;  83 Del. Laws, c. 61, § 5;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 18. LIMITED LIABILITY COMPANY ACT › Subchapter XII. Statutory Public Benefit Limited Liability Companies › § 18-1202. Statutory public benefit limited liability company defined; contents of certificate of formation and limited liability company agreement.

§§ 18-1202. Statutory public benefit limited liability company defined; contents of certificate of formation and limited liability company agreement.
(a) A “statutory public benefit limited liability company” is a for-profit limited liability company formed under and subject to the requirements of this chapter that is intended to produce a public benefit or public benefits and to operate in a responsible and sustainable manner. To that end, a statutory public benefit limited liability company shall be managed in a manner that balances the members' pecuniary interests, the best interests of those materially affected by the limited liability company's conduct, and the public benefit or public benefits set forth in its limited liability company agreement and in its certificate of formation. A statutory public benefit limited liability company shall state in its limited liability company agreement and in the heading of its certificate of formation that it is a statutory public benefit limited liability company and shall set forth in its limited liability company agreement and in its certificate of formation 1 or more specific public benefits to be promoted by the limited liability company. In the event of any inconsistency between the public benefit or benefits to be promoted by the limited liability company as set forth in its limited liability company agreement and in its certificate of formation, the limited liability company agreement shall control as among the members, the managers and other persons who are party to or otherwise bound by the liability company agreement. A manager of a statutory public benefit limited liability company or, if there is no manager, then any member of a statutory public benefit limited liability company who becomes aware that the specific public benefit or benefits to be promoted by the limited liability company as set forth in its limited liability company agreement are inaccurately set forth in its certificate of formation, shall promptly amend the certificate of formation. Any provision in the limited liability company agreement or certificate of formation of a statutory public benefit limited liability company that is inconsistent with this subchapter shall not be effective to the extent of such inconsistency.
(b) “Public benefit” means a positive effect (or reduction of negative effects) on 1 or more categories of persons, entities, communities or interests (other than members in their capacities as members) including, but not limited to, effects of an artistic, charitable, cultural, economic, educational, environmental, literary, medical, religious, scientific or technological nature. “Public benefit provisions” means the provisions of a limited liability company agreement contemplated by this subchapter.
81 Del. Laws, c. 357, § 34;  83 Del. Laws, c. 61, § 6;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 18. LIMITED LIABILITY COMPANY ACT › Subchapter XII. Statutory Public Benefit Limited Liability Companies › § 18-1204. Duties of members or managers.

§§ 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 statutory public benefit limited liability company shall manage or direct the business and affairs of the statutory public benefit limited liability company in a manner that balances the pecuniary interests of the members, the best interests of those materially affected by the limited liability company's conduct, and the specific public benefit or public benefits set forth in its limited liability company agreement and certificate of formation. Unless otherwise provided in a limited liability company agreement, no member, manager or other person with authority to manage or direct the business and affairs of the statutory public benefit limited liability company shall have any liability for monetary damages for the failure to manage or direct the business and affairs of the statutory public benefit limited liability company as provided in this subsection.
(b) A member or manager of a statutory public benefit limited liability company or any other person with authority to manage or direct the business and affairs of the statutory public benefit limited liability company shall not, by virtue of the public benefit provisions or § 18-1202(a) of this title, have any duty to any person on account of any interest of such person in the public benefit or public benefits set forth in its limited liability company agreement and certificate of formation or on account of any interest materially affected by the limited liability company's conduct and, with respect to a decision implicating the balance requirement in subsection (a) of this section, will be deemed to satisfy such person's fiduciary duties to members and the limited liability company if such person's decision is both informed and disinterested and not such that no person of ordinary, sound judgment would approve.
81 Del. Laws, c. 357, § 34;  83 Del. Laws, c. 61, § 8;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 18. LIMITED LIABILITY COMPANY ACT › Subchapter XII. Statutory Public Benefit Limited Liability Companies › § 18-1205. Periodic statements and third-party certification.

§§ 18-1205. Periodic statements and third-party certification.
A statutory public benefit limited liability company shall no less than biennially provide its members with a statement as to the limited liability company's promotion of the public benefit or public benefits set forth in its limited liability company agreement and certificate of formation and as to the best interests of those materially affected by the limited liability company's conduct. The statement shall include:
(1) The objectives that have been established to promote such public benefit or public benefits and interests;
(2) The standards that have been adopted to measure the limited liability company's progress in promoting such public benefit or public benefits and interests;
(3) Objective factual information based on those standards regarding the limited liability company's success in meeting the objectives for promoting such public benefit or public benefits and interests; and
(4) An assessment of the limited liability company's success in meeting the objectives and promoting such public benefit or public benefits and interests.
81 Del. Laws, c. 357, § 34;  83 Del. Laws, c. 61, § 9;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 18. LIMITED LIABILITY COMPANY ACT › Subchapter XII. Statutory Public Benefit Limited Liability Companies › § 18-1206. Derivative suits.

§§ 18-1206. Derivative suits.
Members of a statutory public benefit limited liability company or assignees of limited liability company interests in a statutory public benefit limited liability company owning individually or collectively, as of the date of instituting such derivative suit, at least 2% of the then-current percentage or other interest in the profits of the limited liability company or, in the case of a limited liability company with limited liability company interests listed on a national securities exchange, the lesser of such percentage or limited liability company interests of at least $2,000,000 in market value, may maintain a derivative lawsuit to enforce the requirements set forth in § 18-1204(a) of this title.
81 Del. Laws, c. 357, § 34;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 18. LIMITED LIABILITY COMPANY ACT › Subchapter XII. Statutory Public Benefit Limited Liability Companies › § 18-1207. No effect on other limited liability companies.

§§ 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 company that is not a statutory public benefit limited liability company.
81 Del. Laws, c. 357, § 34;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 18. LIMITED LIABILITY COMPANY ACT › Subchapter XII. Statutory Public Benefit Limited Liability Companies › § 18-1208. Accomplishment by other means.

§§ 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 law of the formation or operation of a limited liability company that is formed or operated for a public benefit (including a limited liability company that is designated as a public benefit limited liability company) that is not a statutory public benefit limited liability company.
81 Del. Laws, c. 357, § 34;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 19. DELAWARE UNIFORM UNIN- CORPORATED NONPROFIT ASSOCIATION ACT › § 1901. Definitions.

§ 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 nonprofit association.
(2) “Nonprofit association” means an unincorporated organization consisting of 2 or more members joined by mutual consent for a common, nonprofit purpose. However, joint tenancy, tenancy in common or tenancy by the entireties does not by itself establish a nonprofit association, even if the co-owners share use of the property for a nonprofit purpose.
(3) “Person” means an individual, corporation, statutory trust, business trust, estate, trust, partnership, limited liability company, association, joint venture, government, governmental subdivision, agency or instrumentality or any other legal or commercial entity.
(4) “State” means a state of the United States, the District of Columbia, the Commonwealth of Puerto Rico or any territory or insular possession subject to the jurisdiction of the United States.
71 Del. Laws, c. 79, §  1;  73 Del. Laws, c. 329, §  32;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 19. DELAWARE UNIFORM UNIN- CORPORATED NONPROFIT ASSOCIATION ACT › § 1902. Supplementary general principles of law and equity.

§ 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;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 19. DELAWARE UNIFORM UNIN- CORPORATED NONPROFIT ASSOCIATION ACT › § 1903. Territorial application.

§ 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;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 19. DELAWARE UNIFORM UNIN- CORPORATED NONPROFIT ASSOCIATION ACT › § 1904. Real and personal property; nonprofit association as legatee, devisee or beneficiary.

§ 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 or beneficiary of a trust or contract.
71 Del. Laws, c. 79, §  1;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 19. DELAWARE UNIFORM UNIN- CORPORATED NONPROFIT ASSOCIATION ACT › § 1905. Statement of authority as to real property.

§ 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 nonprofit association may be transferred by a person so authorized in a statement of authority filed in the office in the county in which a transfer of the property would be recorded.
(c) A statement of authority must set forth:
(1) The name of the nonprofit association;
(2) The address in this State, including the street address, if any, of the nonprofit association or, if the nonprofit association does not have an address in this State, its address out of state;
(3) The name or title of a person authorized to transfer an estate or interest in real property held in the name of the nonprofit association; and
(4) The action, procedure or vote of the nonprofit association which authorizes the person to transfer the real property of the nonprofit association and which authorizes the person to execute the statement of authority.
(d) A statement of authority must be executed in the same manner as a deed by a person who is not the person authorized to transfer the estate or interest.
(e) A filing officer may collect a fee for filing a statement of authority in the amount authorized for recording a transfer of real property.
(f) An amendment, including a cancellation, of a statement of authority must meet the requirements for execution and filing of an original statement. Unless canceled earlier, a filed statement of authority or its most recent amendment is canceled by operation of law 5 years after the date of the most recent recording.
(g) If the record title to real property is in the name of a nonprofit association and the statement of authority is filed in the office of the county in which a transfer of real property would be recorded, the authority of the person named in a statement of authority is conclusive in favor of a person who gives value without notice that the person lacks authority.
71 Del. Laws, c. 79, §  1;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 19. DELAWARE UNIFORM UNIN- CORPORATED NONPROFIT ASSOCIATION ACT › § 1906. Liability in tort and contract.

§ 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 contract merely because the person is a member, is authorized to participate in the management of the affairs of the nonprofit association or is a person considered to be a member by the nonprofit association.
(c) A person is not liable for a tortious act or omission for which a nonprofit association is liable merely because the person is a member, is authorized to participate in the management of the affairs of the nonprofit association or is a person considered as a member by the nonprofit association.
(d) A tortious act or omission of a member or other person for which a nonprofit association is liable is not imputed to a person merely because the person is a member of the nonprofit association, is authorized to participate in the management of the affairs of the nonprofit association or is a person considered as a member by the nonprofit association.
(e) A member of, or a person considered to be a member by, a nonprofit association may assert a claim against the nonprofit association. A nonprofit association may assert a claim against a member or a person considered to be a member by the nonprofit association.
71 Del. Laws, c. 79, §  1;