Delaware Code Title 6. Commerce and Trade § 18-101. Definitions

<Text of section effective Aug. 1, 2019.  See, also, § 18-101 effective until Aug. 1, 2019.>

As used in this chapter unless the context otherwise requires:

(1) “Bankruptcy” means an event that causes a person to cease to be a member as provided in § 18-304 of this title.

(2) “Certificate of formation” means the certificate referred to in § 18-201 of this title, and the certificate as amended.

(3) “Contribution” means any cash, property, services rendered or a promissory note or other obligation to contribute cash or property or to perform services, which a person contributes to a limited liability company in the person's capacity as a member.

(4) “Foreign limited liability company” means a limited liability company formed under the laws of any state or under the laws of any foreign country or other foreign jurisdiction.  When used in this title in reference to a foreign limited liability company, the terms “limited liability company agreement,” “limited liability company interest,” “manager” or “member” shall mean a limited liability company agreement, limited liability company interest, manager or member, respectively, under the laws of the state or foreign country or other foreign jurisdiction under which the foreign limited liability company is formed.

(5) “Knowledge” means a person's actual knowledge of a fact, rather than the person's constructive knowledge of the fact.

(6) “Limited liability company” and “domestic limited liability company” means a limited liability company formed under the laws of the State of Delaware and having 1 or more members.

(7) “Limited liability company agreement” means any agreement (whether referred to as a limited liability company agreement, operating agreement or otherwise), written, oral or implied, of the member or members as to the affairs of a limited liability company and the conduct of its business.  A member or manager of a limited liability company or an assignee of a limited liability company interest is bound by the limited liability company agreement whether or not the member or manager or assignee executes the limited liability company agreement.  A limited liability company is not required to execute its limited liability company agreement.  A limited liability company is bound by its limited liability company agreement whether or not the limited liability company executes the limited liability company agreement.  A limited liability company agreement of a limited liability company having only 1 member shall not be unenforceable by reason of there being only 1 person who is a party to the limited liability company agreement.  A limited liability company agreement is not subject to any statute of frauds (including § 2714 of this title).  A limited liability company agreement may provide rights to any person, including a person who is not a party to the limited liability company agreement, to the extent set forth therein.  A written limited liability company agreement or another written agreement or writing:

a. May provide that a person shall be admitted as a member of a limited liability company, or shall become an assignee of a limited liability company interest or other rights or powers of a member to the extent assigned:

1. If such person (or a representative authorized by such person orally, in writing or by other action such as payment for a limited liability company interest) executes the limited liability company agreement or any other writing evidencing the intent of such person to become a member or assignee;  or

2. Without such execution, if such person (or a representative authorized by such person orally, in writing or by other action such as payment for a limited liability company interest) complies with the conditions for becoming a member or assignee as set forth in the limited liability company agreement or any other writing;  and

b. Shall not be unenforceable by reason of its not having been signed by a person being admitted as a member or becoming an assignee as provided in paragraph (7)a. of this section, or by reason of its having been signed by a representative as provided in this chapter.

(8) “Limited liability company interest” means a member's share of the profits and losses of a limited liability company and a member's right to receive distributions of the limited liability company's assets.

(9) “Liquidating trustee” means a person carrying out the winding up of a limited liability company.

(10) “Manager” means a person who is named as a manager of a limited liability company in, or designated as a manager of a limited liability company pursuant to, a limited liability company agreement or similar instrument under which the limited liability company is formed.

(11) “Member” means a person who is admitted to a limited liability company as a member as provided in § 18-301 of this title.

(12) “Person” means a natural person, partnership (whether general or limited), limited liability company, trust (including a common law trust, business trust, statutory trust, voting trust or any other form of trust), estate, association (including any group, organization, co-tenancy, plan, board, council or committee), corporation, government (including a country, state, county or any other governmental subdivision, agency or instrumentality), custodian, nominee or any other individual or entity (or series thereof) in its own or any representative capacity, in each case, whether domestic or foreign.

(13) “Personal representative” means, as to a natural person, the executor, administrator, guardian, conservator or other legal representative thereof and, as to a person other than a natural person, the legal representative or successor thereof.

(14) “Protected series” means a designated series of members, managers, limited liability company interests or assets that is established in accordance with § 18-215(b) of this title.

(15) “Registered series” means a designated series of members, managers, limited liability company interests or assets that is formed in accordance with § 18-218 of this title.

(16) “Series” means a designated series of members, managers, limited liability company interests or assets that is a protected series or a registered series, or that is neither a protected series nor a registered series.

(17) “State” means the District of Columbia or the Commonwealth of Puerto Rico or any state, territory, possession or other jurisdiction of the United States other than the State of Delaware.


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