reglab/statecodes huggingface dataset:
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 17. LIMITED PARTNERSHIPS › Subchapter XII. Statutory Public Benefit Limited Partnerships › § 17-1204 . Duties of general partners or other persons.

§§ 17-1204 . Duties of general partners or other persons.
(a) The general partners or other persons with authority to manage or direct the business and affairs of a statutory public benefit limited partnership shall manage or direct the business and affairs of the statutory public benefit limited partnership in a manner that balances the pecuniary interests of the partners, the best interests of those materially affected by the limited partnership's conduct, and the specific public benefit or public benefits set forth in its partnership agreement and certificate of limited partnership. Unless otherwise provided in a partnership agreement, no general partner or other person with authority to manage or direct the business and affairs of the statutory public benefit limited partnership shall have any liability for monetary damages for the failure to manage or direct the business and affairs of the statutory public benefit limited partnership as provided in this subsection.
(b) A general partner of a statutory public benefit limited partnership or any other person with authority to manage or direct the business and affairs of the statutory public benefit limited partnership shall not, by virtue of the public benefit provisions or § 17-1202(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 partnership agreement and certificate of limited partnership or on account of any interest materially affected by the limited partnership'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 limited partners and the limited partnership if such person's decision is both informed and disinterested and not such that no person of ordinary, sound judgment would approve.
82 Del. Laws, c. 46, § 30;  83 Del. Laws, c. 63, § 8;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 17. LIMITED PARTNERSHIPS › Subchapter XII. Statutory Public Benefit Limited Partnerships › § 17-1205 . Periodic statements and third-party certification.

§§ 17-1205 . Periodic statements and third-party certification.
A statutory public benefit limited partnership shall no less than biennially provide its limited partners with a statement as to the limited partnership's promotion of the public benefit or public benefits set forth in its partnership agreement and certificate of limited partnership and as to the best interests of those materially affected by the limited partnership'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 partnership's progress in promoting such public benefit or public benefits and interests;
(3) Objective factual information based on those standards regarding the limited partnership's success in meeting the objectives for promoting such public benefit or public benefits and interests; and
(4) An assessment of the limited partnership's success in meeting the objectives and promoting such public benefit or public benefits and interests.
82 Del. Laws, c. 46, § 30;  83 Del. Laws, c. 63, § 9;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 17. LIMITED PARTNERSHIPS › Subchapter XII. Statutory Public Benefit Limited Partnerships › § 17-1206 . Derivative suits.

§§ 17-1206 . Derivative suits.
Limited partners of a statutory public benefit limited partnership or assignees of partnership interests in a statutory public benefit limited partnership 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 partnership or, in the case of a limited partnership with partnership interests listed on a national securities exchange, the lesser of such percentage or partnership interests of at least $2,000,000 in market value, may maintain a derivative lawsuit to enforce the requirements set forth in § 17-1204(a) of this title.
82 Del. Laws, c. 46, § 30;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 17. LIMITED PARTNERSHIPS › Subchapter XII. Statutory Public Benefit Limited Partnerships › § 17-1207 . No effect on other limited partnerships.

§§ 17-1207 . No effect on other limited partnerships.
This subchapter shall not affect a statute or rule of law that is applicable to a limited partnership that is not a statutory public benefit limited partnership.
82 Del. Laws, c. 46, § 30;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 17. LIMITED PARTNERSHIPS › Subchapter XII. Statutory Public Benefit Limited Partnerships › § 17-1208 . Accomplishment by other means.

§§ 17-1208 . 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 partnership that is formed or operated for a public benefit (including a limited partnership that is designated as a public benefit limited partnership) that is not a statutory public benefit limited partnership.
82 Del. Laws, c. 46, § 30;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 18. LIMITED LIABILITY COMPANY ACT › Subchapter I. General Provisions › § 18-103. Reservation of name.

§§ 18-103. Reservation of name.
(a) The exclusive right to the use of a name may be reserved by:
(1) Any person intending to organize a limited liability company under this chapter and to adopt that name;
(2) Any person intending to form a registered series of a limited liability company under this chapter and to adopt that name in accordance with § 18-218(e) of this title;
(3) Any domestic limited liability company or any foreign limited liability company registered in the State of Delaware which, in either case, proposes to change its name;
(4) Any foreign limited liability company intending to register in the State of Delaware and adopt that name; and
(5) Any person intending to organize a foreign limited liability company and intending to have it register in the State of Delaware and adopt that name.
(b) The reservation of a specified name shall be made by filing with the Secretary of State an application, executed by the applicant, specifying the name to be reserved and the name and address of the applicant. If the Secretary of State finds that the name is available for use by a domestic or foreign limited liability company, the Secretary shall reserve the name for the exclusive use of the applicant for a period of 120 days. Once having so reserved a name, the same applicant may again reserve the same name for successive 120-day periods. The right to the exclusive use of a reserved name may be transferred to any other person by filing in the office of the Secretary of State a notice of the transfer, executed by the applicant for whom the name was reserved, specifying the name to be transferred and the name and address of the transferee. The reservation of a specified name may be canceled by filing with the Secretary of State a notice of cancellation, executed by the applicant or transferee, specifying the name reservation to be canceled and the name and address of the applicant or transferee. Unless the Secretary of State finds that any application, notice of transfer, or notice of cancellation filed with the Secretary of State as required by this subsection does not conform to law, upon receipt of all filing fees required by law the Secretary shall prepare and return to the person who filed such instrument a copy of the filed instrument with a notation thereon of the action taken by the Secretary of State.
(c) A fee as set forth in § 18-1105(a)(1) of this title shall be paid at the time of the initial reservation of any name, at the time of the renewal of any such reservation and at the time of the filing of a notice of the transfer or cancellation of any such reservation.
68 Del. Laws, c. 434, §  1;  69 Del. Laws, c. 260, §  3;  70 Del. Laws, c. 186, §  1;  81 Del. Laws, c. 357, § 4;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 18. LIMITED LIABILITY COMPANY ACT › Subchapter I. General Provisions › § 18-107. Business transactions of member or manager with the limited liability company.

§§ 18-107. Business transactions of member or manager with the limited liability company.
Except as provided in a limited liability company agreement, a member or manager may lend money to, borrow money from, act as a surety, guarantor or endorser for, guarantee or assume 1 or more obligations of, provide collateral for, and transact other business with, a limited liability company and, subject to other applicable law, has the same rights and obligations with respect to any such matter as a person who is not a member or manager.
68 Del. Laws, c. 434, §  1;  69 Del. Laws, c. 260, §  4;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 18. LIMITED LIABILITY COMPANY ACT › Subchapter I. General Provisions › § 18-108. Indemnification.

§§ 18-108. Indemnification.
Subject to such standards and restrictions, if any, as are set forth in its limited liability company agreement, a limited liability company may, and shall have the power to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever.
68 Del. Laws, c. 434, §  1;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 18. LIMITED LIABILITY COMPANY ACT › Subchapter I. General Provisions › § 18-111. Interpretation and enforcement of limited liability company agreement.

§§ 18-111. Interpretation and enforcement of limited liability company agreement.
Any action to interpret, apply or enforce the provisions of a limited liability company agreement, or the duties, obligations or liabilities of a limited liability company to the members or managers of the limited liability company, or the duties, obligations or liabilities among members or managers and of members or managers to the limited liability company, or the rights or powers of, or restrictions on, the limited liability company, members or managers, or any provision of this chapter, or any other instrument, document, agreement or certificate contemplated by any provision of this chapter, may be brought in the Court of Chancery.
As used in this section, the term “manager” refers to a person:
(1) Who is a “manager” as defined in § 18-101 of this title; and
(2) Whether or not a member of a limited liability company, who, although not a “manager” as defined in § 18-101 of this title, participates materially in the management of the limited liability company;
provided however, that the power to elect or otherwise select or to participate in the election or selection of a person to be a “manager” as defined in § 18-101 of this title shall not, by itself, constitute participation in the management of the limited liability company.
69 Del. Laws, c. 260, §  6;  76 Del. Laws, c. 387, §  3;  77 Del. Laws, c. 58, §  1;  82 Del. Laws, c. 48, § 1;
2023 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;
2023 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;
2023 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;
2023 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 chapter 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;  84 Del. Laws, c. 97, § 2;
2023 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;
2023 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;
2023 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;
2023 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;
2023 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;
2023 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;
2023 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;
2023 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;
2023 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;
2023 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;
2023 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;
2023 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;
2023 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;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 18. LIMITED LIABILITY COMPANY ACT › Subchapter V. Finance › § 18-502. Liability for contribution.

§§ 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 because of death, disability or any other reason. If a member does not make the required contribution of property or services, the member is obligated at the option of the limited liability company to contribute cash equal to that portion of the agreed value (as stated in the records of the limited liability company) of the contribution that has not been made. The foregoing option shall be in addition to, and not in lieu of, any other rights, including the right to specific performance, that the limited liability company may have against such member under the limited liability company agreement or applicable law.
(b) Unless otherwise provided in a limited liability company agreement, the obligation of a member to make a contribution or return money or other property paid or distributed in violation of this chapter may be compromised only by consent of all the members. Notwithstanding the compromise, a creditor of a limited liability company who extends credit, after the entering into of a limited liability company agreement or an amendment thereto which, in either case, reflects the obligation, and before the amendment thereof to reflect the compromise, may enforce the original obligation to the extent that, in extending credit, the creditor reasonably relied on the obligation of a member to make a contribution or return. A conditional obligation of a member to make a contribution or return money or other property to a limited liability company may not be enforced unless the conditions of the obligation have been satisfied or waived as to or by such member. Conditional obligations include contributions payable upon a discretionary call of a limited liability company prior to the time the call occurs.
(c) A limited liability company agreement may provide that the interest of any member who fails to make any contribution that the member is obligated to make shall be subject to specified penalties for, or specified consequences of, such failure. Such penalty or consequence may take the form of reducing or eliminating the defaulting member's proportionate interest in a limited liability company, subordinating the member's limited liability company interest to that of nondefaulting members, a forced sale of that limited liability company interest, forfeiture of the defaulting member's limited liability company interest, the lending by other members of the amount necessary to meet the defaulting member's commitment, a fixing of the value of the defaulting member's limited liability company interest by appraisal or by formula and redemption or sale of the limited liability company interest at such value, or other penalty or consequence.
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 V. Finance › § 18-503. Allocation of profits and losses.

§§ 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 agreement does not so provide, profits and losses shall be allocated on the basis of the agreed value (as stated in the records of the limited liability company) of the contributions made by each member to the extent they have been received by the limited liability company and have not been returned.
68 Del. Laws, c. 434, §  1;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 18. LIMITED LIABILITY COMPANY ACT › Subchapter V. Finance › § 18-504. Allocation of distributions.

§§ 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 company agreement does not so provide, distributions shall be made on the basis of the agreed value (as stated in the records of the limited liability company) of the contributions made by each member to the extent they have been received by the limited liability company and have not been returned.
68 Del. Laws, c. 434, §  1;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 18. LIMITED LIABILITY COMPANY ACT › Subchapter V. Finance › § 18-505. Defense of usury not available.

§§ 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 agreement or writing, and no note, instrument or other writing evidencing any such obligation of a member or manager, shall be subject to the defense of usury, and no member or manager shall interpose the defense of usury with respect to any such obligation in any action.
69 Del. Laws, c. 260, §  26;  78 Del. Laws, c. 270, §  7;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 18. LIMITED LIABILITY COMPANY ACT › Subchapter V. Finance › § 18-506. Irrevocability of subscription.

§§ 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 if the subscription states that it is irrevocable to the extent provided by the terms of the subscription.
84 Del. Laws, c. 97, § 7;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 18. LIMITED LIABILITY COMPANY ACT › Subchapter VI. Distributions and Resignation › § 18-601. Interim distributions.

§§ 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 member's resignation from the limited liability company and before the dissolution and winding up thereof.
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 VI. Distributions and Resignation › § 18-602. Resignation of manager.

§§ 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 company agreement may provide that a manager shall not have the right to resign as a manager of a limited liability company. Notwithstanding that a limited liability company agreement provides that a manager does not have the right to resign as a manager of a limited liability company, a manager may resign as a manager of a limited liability company at any time by giving written notice to the members and other managers. If the resignation of a manager violates a limited liability company agreement, in addition to any remedies otherwise available under applicable law, a limited liability company may recover from the resigning manager damages for breach of the limited liability company agreement and offset the damages against the amount otherwise distributable to the resigning manager.
68 Del. Laws, c. 434, §  1;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 18. LIMITED LIABILITY COMPANY ACT › Subchapter VI. Distributions and Resignation › § 18-603. Resignation of member.

§§ 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 the contrary under applicable law, unless a limited liability company agreement provides otherwise, a member may not resign from a limited liability company prior to the dissolution and winding up of the limited liability company. Notwithstanding anything to the contrary under applicable law, a limited liability company agreement may provide that a limited liability company interest may not be assigned prior to the dissolution and winding up of the limited liability company.
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, 1996, shall continue to be governed by this section as in effect on July 31, 1996.
68 Del. Laws, c. 434, §  1;  69 Del. Laws, c. 260, §  27;  70 Del. Laws, c. 360, §  13;  80 Del. Laws, c. 45, §  8;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 18. LIMITED LIABILITY COMPANY ACT › Subchapter VI. Distributions and Resignation › § 18-604. Distribution upon resignation.

§§ 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 liability company agreement, such member is entitled to receive, within a reasonable time after resignation, the fair value of such member's limited liability company interest as of the date of resignation based upon such member's right to share in distributions from the limited liability company.
68 Del. Laws, c. 434, §  1;  71 Del. Laws, c. 341, §  14;  72 Del. Laws, c. 129, §  12;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 18. LIMITED LIABILITY COMPANY ACT › Subchapter VI. Distributions and Resignation › § 18-605. Distribution in kind.

§§ 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 as provided in a limited liability company agreement, a member may not be compelled to accept a distribution of any asset in kind from a limited liability company to the extent that the percentage of the asset distributed exceeds a percentage of that asset which is equal to the percentage in which the member shares in distributions from the limited liability company. Except as provided in the limited liability company agreement, a member may be compelled to accept a distribution of any asset in kind from a limited liability company to the extent that the percentage of the asset distributed is equal to a percentage of that asset which is equal to the percentage in which the member shares in distributions from the limited liability company.
68 Del. Laws, c. 434, §  1;  69 Del. Laws, c. 260, §  28;  70 Del. Laws, c. 186, §  1;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 18. LIMITED LIABILITY COMPANY ACT › Subchapter VI. Distributions and Resignation › § 18-606. Right to distribution.

§§ 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 available to, a creditor of a limited liability company with respect to the distribution. A limited liability company agreement may provide for the establishment of a record date with respect to allocations and distributions by a limited liability company.
68 Del. Laws, c. 434, §  1;  70 Del. Laws, c. 186, §  1;