Delaware LLC Statutes — Full Text and Plain English

Behind every Delaware LLC sits the statute that actually governs it: Title 6, Chapter 18 of the Delaware Code. Most founders never read it, yet it decides how your company is managed, how members are protected, and what your Operating Agreement can override. Here you get the full statutory text alongside plain-English explanations, organized by section number and topic, so you can understand the law shaping your entity without needing a Delaware attorney to translate it.

This is a complete reference for the Delaware Limited Liability Company Act (Title 6, Chapter 18). Each section includes the full statute text and a plain-English explanation of what it means for founders. The official code is published by the State of Delaware at delcode.delaware.gov/title6/c018/.

Formation and organization

• § 18-101 Definitions — The foundational definitions section of the Delaware LLC Act. Defines key terms used throughout the Act.
• § 18-102 Name rules — The naming rules for Delaware LLCs: must contain 'Limited Liability Company', 'LLC', or 'L.L.C.' and be distinguishable from other Delaware entities.
• § 18-103 Reservation — Allows a person to reserve an LLC name with Delaware for 120 days for a $75 fee before filing the Certificate of Formation.
• § 18-104 Registered office — Requires every Delaware LLC to maintain a registered office and registered agent at a physical Delaware address.
• § 18-105 Service of process — Establishes that service of legal process on the registered agent constitutes service on the LLC.
• § 18-106 Permitted business — Permits Delaware LLCs to conduct any lawful business, with specific exceptions for banking and insurance.
• § 18-201 Certificate — The foundational section creating Delaware LLCs by filing a Certificate of Formation.
• § 18-202 Amendment — Provides the process for amending an LLC's Certificate of Formation (name change, registered agent change, etc.).
• § 18-204 Execution — Specifies who can sign and file Delaware LLC certificates (Certificate of Formation, Amendment, Cancellation, etc.).
• § 18-206 Filing procedure — Sets the procedural rules for filing certificates with the Delaware Division of Corporations.
• § 18-207 Notice — Establishes that filed certificates constitute notice to the world of the LLC's existence and content.
• § 18-208 Restated certificate — Permits an LLC to consolidate multiple Amendments into a single restated Certificate of Formation.

Member rights and obligations

• § 18-107 Member transactions — Permits members and managers to transact business with the LLC, subject to fiduciary duties unless modified in the Operating Agreement.
• § 18-108 Indemnification — Permits Delaware LLCs to indemnify members and managers against claims, subject to Operating Agreement provisions.
• § 18-111 Interpretation — Establishes the Court of Chancery's jurisdiction over Operating Agreement disputes.
• § 18-210 Appraisal — Permits the Operating Agreement to grant members appraisal rights in transactions.
• § 18-301 Member admission — Rules for admitting new members to an existing Delaware LLC.
• § 18-302 Voting classes — Permits the Operating Agreement to create different classes of membership with different voting rights.
• § 18-303 Limited liability — The core limited liability provision: members and managers are not personally liable for LLC obligations.
• § 18-305 Information access — Members have rights to inspect LLC books and records, subject to Operating Agreement limits.
• § 18-306 Remedies — Permits the Operating Agreement to provide specific remedies for member breaches.
• § 18-703 Charging order — A creditor's exclusive remedy against a member's LLC interest is a charging order; cannot force liquidation.

Manager powers

• § 18-109 Service on managers — Establishes that managing the LLC's affairs in Delaware constitutes consent to Delaware court jurisdiction.
• § 18-110 Contested elections — Provides procedures for resolving disputes over manager elections.
• § 18-401 Manager admission — Rules for admitting managers to a manager-managed LLC.
• § 18-402 Management — The default rule: members manage the LLC unless the Operating Agreement designates managers.
• § 18-602 Manager resignation — Managers can resign per Operating Agreement procedures.

Capital, contributions, and distributions

• § 18-403 Contributions — Permits members to contribute cash, property, services, or promissory notes to the LLC.
• § 18-404 Capital call default — Permits the Operating Agreement to provide remedies when a member fails to make a promised contribution.
• § 18-405 Contribution form — Permits the Operating Agreement to require specific forms of contribution.
• § 18-501 Allocations — Default rule: profits and losses allocated in proportion to capital contributions, modifiable by Operating Agreement.
• § 18-502 Distributions — Default rule: distributions made in proportion to capital contributions, modifiable by Operating Agreement.
• § 18-503 Resignation distributions — Default rule: resigning member receives fair value of their interest, subject to Operating Agreement.
• § 18-505 In-kind distribution — Permits distributions of property (not just cash) to members, subject to Operating Agreement.
• § 18-506 Right to distribution — Specifies the timing of a member's right to distributions.
• § 18-507 Distribution limits — Prohibits distributions that would render the LLC insolvent.

Assignment and transfer

• § 18-601 Resignation — Members can resign per Operating Agreement procedures; default rules apply when silent.
• § 18-701 LLC interest — LLC interests are personal property of the member, transferable subject to Operating Agreement restrictions.
• § 18-702 Assignment — Default rule: LLC interest is freely assignable but the assignee gets economic rights only, not voting.

Dissolution and cancellation

• § 18-203 Cancellation — Provides the process for voluntarily cancelling (dissolving) a Delaware LLC.
• § 18-304 Bankruptcy events — Defines what constitutes a member's bankruptcy for LLC purposes.
• § 18-504 Dissolution distributions — Default order for distributing LLC assets at dissolution: creditors first, then members per capital accounts.
• § 18-801 Dissolution — Specifies events that trigger LLC dissolution, including member vote, Operating Agreement triggers, and judicial decree.
• § 18-802 Judicial dissolution — Permits the Court of Chancery to dissolve an LLC on application of a member when it is not reasonably practicable to continue.
• § 18-803 Winding up — Procedures for winding up the LLC's affairs after dissolution: settling debts, distributing remaining assets.

Series, foreign LLCs, and special provisions

• § 18-205 Judicial execution — Permits the Court of Chancery to order execution of LLC certificates when normal execution is impossible.
• § 18-209 Merger — Permits Delaware LLCs to merge or consolidate with other domestic or foreign entities.
• § 18-211 Conversion — Permits non-LLC entities to convert into Delaware LLCs.
• § 18-212 Transfer — Permits Delaware LLCs to transfer their domicile to another jurisdiction.
• § 18-213 Domestication — Permits non-Delaware entities to become Delaware LLCs by domestication.
• § 18-1101 Construction — The 'contractual freedom' section: the Act is to be liberally construed to give effect to LLC agreements as creatures of contract.