A person may be named or designated as a manager of the limited liability company as provided in § 18-101(10) of this title.
68 Del. Laws, c. 434, § 1; 69 Del. Laws, c. 260, § 23.;
§ 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.;
§ 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.;
§ 18-404. Classes and voting.
(a) A limited liability company agreement may provide for classes or groups of managers having such relative rights, powers
and duties as the limited liability company agreement may provide, and may make provision for the future creation in the manner
provided in the limited liability company agreement of additional classes or groups of managers having such relative rights,
powers and duties as may from time to time be established, including rights, powers and duties senior to existing classes
and groups of managers. A limited liability company agreement may provide for the taking of an action, including the amendment
of the limited liability company agreement, without the vote or approval of any manager or class or group of managers, including
an action to create under the provisions of the limited liability company agreement a class or group of limited liability
company interests that was not previously outstanding.
(b) A limited liability company agreement may grant to all or certain identified managers or a specified class or group of
the managers the right to vote, separately or with all or any class or group of managers or members, on any matter. Voting
by managers may be on a per capita, number, financial interest, class, group or any other basis.
(c) A limited liability company agreement may set forth provisions relating to notice of the time, place or purpose of any
meeting at which any matter is to be voted on by any manager or class or group of managers, waiver of any such notice, action
by consent without a meeting, the establishment of a record date, quorum requirements, voting in person or by proxy, or any
other matter with respect to the exercise of any such right to vote.
(d) Unless otherwise provided in a limited liability company agreement, meetings of managers may be held by means of conference
telephone or other communications equipment by means of which all persons participating in the meeting can hear each other,
and participation in a meeting pursuant to this subsection shall constitute presence in person at the meeting. Unless otherwise
provided in a limited liability company agreement, on any matter that is to be voted on, consented to or approved by managers,
the managers may take such action without a meeting, without prior notice and without a vote if a consent or consents in writing,
setting forth the action so taken, shall be signed by the managers having not less than the minimum number of votes that would
be necessary to authorize or take such action at a meeting at which all managers entitled to vote thereon were present and
voted. Unless otherwise provided in a limited liability company agreement, on any matter that is to be voted on by managers,
the managers may vote in person or by proxy, and such proxy may be granted in writing, by means of electronic transmission
or as otherwise permitted by applicable law. Unless otherwise provided in a limited liability company agreement, a consent
transmitted by electronic transmission by a manager or by a person or persons authorized to act for a manager shall be deemed
to be written and signed for purposes of this subsection. For purposes of this subsection, the term "electronic transmission"
means any form of communication not directly involving the physical transmission of paper that creates a record that may be
retained, retrieved and reviewed by a recipient thereof and that may be directly reproduced in paper form by such a recipient
through an automated process.
68 Del. Laws, c. 434, § 1; 71 Del. Laws, c. 77, § 27; 71 Del. Laws, c. 341, § 13; 72 Del. Laws, c. 389, § 22; 73 Del. Laws, c. 83, § 17; 75 Del. Laws, c. 317, § 34.;
§ 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.;
§ 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.;
§ 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 the member's or manager's, as the case may be, rights and powers
to manage and control the business and affairs of the limited liability company, including to delegate to agents, officers
and employees of a member or manager or the limited liability company, and to delegate by a management agreement or another
agreement with, or otherwise to, other persons. 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 and powers have
been delegated to be a member or manager, as the case may be, of the limited liability company.
69 Del. Laws, c. 260, § 25; 71 Del. Laws, c. 77, § 28; 73 Del. Laws, c. 295, § 8.;
A person may be named or designated as a manager of the limited liability company as provided in § 18-101(10) of this title.
68 Del. Laws, c. 434, § 1; 69 Del. Laws, c. 260, § 23.;
§ 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.;
§ 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.;
§ 18-404. Classes and voting.
(a) A limited liability company agreement may provide for classes or groups of managers having such relative rights, powers
and duties as the limited liability company agreement may provide, and may make provision for the future creation in the manner
provided in the limited liability company agreement of additional classes or groups of managers having such relative rights,
powers and duties as may from time to time be established, including rights, powers and duties senior to existing classes
and groups of managers. A limited liability company agreement may provide for the taking of an action, including the amendment
of the limited liability company agreement, without the vote or approval of any manager or class or group of managers, including
an action to create under the provisions of the limited liability company agreement a class or group of limited liability
company interests that was not previously outstanding.
(b) A limited liability company agreement may grant to all or certain identified managers or a specified class or group of
the managers the right to vote, separately or with all or any class or group of managers or members, on any matter. Voting
by managers may be on a per capita, number, financial interest, class, group or any other basis.
(c) A limited liability company agreement may set forth provisions relating to notice of the time, place or purpose of any
meeting at which any matter is to be voted on by any manager or class or group of managers, waiver of any such notice, action
by consent without a meeting, the establishment of a record date, quorum requirements, voting in person or by proxy, or any
other matter with respect to the exercise of any such right to vote.
(d) Unless otherwise provided in a limited liability company agreement, meetings of managers may be held by means of conference
telephone or other communications equipment by means of which all persons participating in the meeting can hear each other,
and participation in a meeting pursuant to this subsection shall constitute presence in person at the meeting. Unless otherwise
provided in a limited liability company agreement, on any matter that is to be voted on, consented to or approved by managers,
the managers may take such action without a meeting, without prior notice and without a vote if a consent or consents in writing,
setting forth the action so taken, shall be signed by the managers having not less than the minimum number of votes that would
be necessary to authorize or take such action at a meeting at which all managers entitled to vote thereon were present and
voted. Unless otherwise provided in a limited liability company agreement, on any matter that is to be voted on by managers,
the managers may vote in person or by proxy, and such proxy may be granted in writing, by means of electronic transmission
or as otherwise permitted by applicable law. Unless otherwise provided in a limited liability company agreement, a consent
transmitted by electronic transmission by a manager or by a person or persons authorized to act for a manager shall be deemed
to be written and signed for purposes of this subsection. For purposes of this subsection, the term "electronic transmission"
means any form of communication not directly involving the physical transmission of paper that creates a record that may be
retained, retrieved and reviewed by a recipient thereof and that may be directly reproduced in paper form by such a recipient
through an automated process.
68 Del. Laws, c. 434, § 1; 71 Del. Laws, c. 77, § 27; 71 Del. Laws, c. 341, § 13; 72 Del. Laws, c. 389, § 22; 73 Del. Laws, c. 83, § 17; 75 Del. Laws, c. 317, § 34.;
§ 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.;
§ 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.;
§ 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 the member's or manager's, as the case may be, rights and powers
to manage and control the business and affairs of the limited liability company, including to delegate to agents, officers
and employees of a member or manager or the limited liability company, and to delegate by a management agreement or another
agreement with, or otherwise to, other persons. 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 and powers have
been delegated to be a member or manager, as the case may be, of the limited liability company.
69 Del. Laws, c. 260, § 25; 71 Del. Laws, c. 77, § 28; 73 Del. Laws, c. 295, § 8.;
A person may be named or designated as a manager of the limited liability company as provided in § 18-101(10) of this title.
68 Del. Laws, c. 434, § 1; 69 Del. Laws, c. 260, § 23.;
§ 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.;
§ 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.;
§ 18-404. Classes and voting.
(a) A limited liability company agreement may provide for classes or groups of managers having such relative rights, powers
and duties as the limited liability company agreement may provide, and may make provision for the future creation in the manner
provided in the limited liability company agreement of additional classes or groups of managers having such relative rights,
powers and duties as may from time to time be established, including rights, powers and duties senior to existing classes
and groups of managers. A limited liability company agreement may provide for the taking of an action, including the amendment
of the limited liability company agreement, without the vote or approval of any manager or class or group of managers, including
an action to create under the provisions of the limited liability company agreement a class or group of limited liability
company interests that was not previously outstanding.
(b) A limited liability company agreement may grant to all or certain identified managers or a specified class or group of
the managers the right to vote, separately or with all or any class or group of managers or members, on any matter. Voting
by managers may be on a per capita, number, financial interest, class, group or any other basis.
(c) A limited liability company agreement may set forth provisions relating to notice of the time, place or purpose of any
meeting at which any matter is to be voted on by any manager or class or group of managers, waiver of any such notice, action
by consent without a meeting, the establishment of a record date, quorum requirements, voting in person or by proxy, or any
other matter with respect to the exercise of any such right to vote.
(d) Unless otherwise provided in a limited liability company agreement, meetings of managers may be held by means of conference
telephone or other communications equipment by means of which all persons participating in the meeting can hear each other,
and participation in a meeting pursuant to this subsection shall constitute presence in person at the meeting. Unless otherwise
provided in a limited liability company agreement, on any matter that is to be voted on, consented to or approved by managers,
the managers may take such action without a meeting, without prior notice and without a vote if a consent or consents in writing,
setting forth the action so taken, shall be signed by the managers having not less than the minimum number of votes that would
be necessary to authorize or take such action at a meeting at which all managers entitled to vote thereon were present and
voted. Unless otherwise provided in a limited liability company agreement, on any matter that is to be voted on by managers,
the managers may vote in person or by proxy, and such proxy may be granted in writing, by means of electronic transmission
or as otherwise permitted by applicable law. Unless otherwise provided in a limited liability company agreement, a consent
transmitted by electronic transmission by a manager or by a person or persons authorized to act for a manager shall be deemed
to be written and signed for purposes of this subsection. For purposes of this subsection, the term "electronic transmission"
means any form of communication not directly involving the physical transmission of paper that creates a record that may be
retained, retrieved and reviewed by a recipient thereof and that may be directly reproduced in paper form by such a recipient
through an automated process.
68 Del. Laws, c. 434, § 1; 71 Del. Laws, c. 77, § 27; 71 Del. Laws, c. 341, § 13; 72 Del. Laws, c. 389, § 22; 73 Del. Laws, c. 83, § 17; 75 Del. Laws, c. 317, § 34.;
§ 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.;
§ 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.;
§ 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 the member's or manager's, as the case may be, rights and powers
to manage and control the business and affairs of the limited liability company, including to delegate to agents, officers
and employees of a member or manager or the limited liability company, and to delegate by a management agreement or another
agreement with, or otherwise to, other persons. 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 and powers have
been delegated to be a member or manager, as the case may be, of the limited liability company.
69 Del. Laws, c. 260, § 25; 71 Del. Laws, c. 77, § 28; 73 Del. Laws, c. 295, § 8.;