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.;
§ 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.;
§ 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, and shall not be governed by this section.
68 Del. Laws, c. 434, § 1; 69 Del. Laws, c. 260, § 27; 70 Del. Laws, c. 360, § 13.;
§ 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.;
§ 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.;
§ 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.;
§ 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.;
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.;
§ 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.;
§ 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, and shall not be governed by this section.
68 Del. Laws, c. 434, § 1; 69 Del. Laws, c. 260, § 27; 70 Del. Laws, c. 360, § 13.;
§ 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.;
§ 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.;
§ 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.;
§ 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.;
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.;
§ 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.;
§ 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, and shall not be governed by this section.
68 Del. Laws, c. 434, § 1; 69 Del. Laws, c. 260, § 27; 70 Del. Laws, c. 360, § 13.;
§ 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.;
§ 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.;
§ 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.;
§ 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.;