Delaware Code
6 Del. C. § 18-108 (2026)
Indemnification
✓ current as of May 2026
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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;Notes of Decisions
Cited in 15
cases (6 in the last 5 years), 2009–2026 · leading case: Sandt v. Energy Maint. Servs. Grp. I, LLC, 534 S.W.3d 626 (Tex. App. 2017).
Sandt v. Energy Maint. Servs. Grp. I, LLC, 534 S.W.3d 626 (Tex. App. 2017). “6 Del. Code § 18-108. For limited liability companies, Delaware law “defers completely to the contracting parties to create and delimit rights and obligations with respect to indemnification.”
Tangas v. Int'l House of Pancakes, LLC, 298 F. Supp. 3d 1116 (N.D. Ohio 2018). “According to 6 Del. C. § 18-108 : 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…”
In Re Alh Holdings LLC, 675 F. Supp. 2d 462 (D. Del. 2009). “6 Del. C. § 18-108. 57 These statutes grant the contracting parties broad authority to determine the nature and extent of indemnification, if any.”
Int'l Rail Partners LLC v. Am. Rail Partners, LLC (Del. Ch. 2020). “6 Del. C. § 18-108. The statute is “broadly enabling.”
Am. Rail Partners LLC v. Int'l Rail Partners LLC (Del. 2021). “2 6 Del. C. § 18-108. 3 Int’l Rail Partners LLC v.”
Branin v. Stein Roe Inv. Couns., LLC (Del. Ch. 2014). “For example, indemnification is not limited to members or managers; instead, it may also be made available to “other person[s].”
Bennett J. Glazer v. All. Beverage Distrib. Co., LLC (Del. Ch. 2017). “5 of the Limited Liability Company Agreement 1 6 Del. C. § 18-108. Bennett J. Glazer, et al.”
Meyers v. Quiz-Dia LLC (Del. Ch. 2017). “21 When interpreting a contract governed by Delaware law, “the role of a court is to effectuate the parties’ intent.”22 “Unless there is ambiguity, Delaware courts interpret contract terms according to their plain, ordinary meaning.”
Menacker v. Overture, L.L.C. (Del. Ch. 2020). “2004) (explaining that 6 Del. C. § 18-108, which stated that “a limited liability company may, and shall have the power to, indemnify and hold harmless any member or manager,” is permissive and does not create a per se right to indemnification); Affrunti v.”
New Enter. Assocs. 14, L.P. v. Rich, 295 A.3d 520 (Del. Ch. 2023). “236 See 6 Del. C. § 18-108 (“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…”
Purvi Gandi-Kapoor v. Hone Capital LLC (Del. Ch. 2023). “29, 2003) (interpreting 6 Del. C. § 18-108 to authorize advancements as well as indemnification).”
Wagner v. BRP Grp., Inc., 316 A.3d 826 (Del. Ch. 2024). “42 See 6 Del. C. § 18-108 (“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…”
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