Del. C. » Title 6 — Commerce and Trade · SUBTITLE II. Other Laws Relating to Commerce and Trade · CHAPTER 18. Limited Liability Company Act · Subchapter I. General Provisions
Delaware Code

6 Del. C. § 18-108 (2026)

Indemnification

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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.—Houston [1st Dist.] 2017).
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Sandt v. Energy Maint. Servs. Grp. I, LLC, 534 S.W.3d 626 (Tex. App.—Houston [1st Dist.] 2017). · cites it 2× “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, No. 2020-0177-PAF, 2020 WL 6882105 (Del. Ch. Nov. 24, 2020). · cites it 2× “6 Del. C. § 18-108. The statute is “broadly enabling.”
Am. Rail Partners LLC v. Int'l Rail Partners LLC, 245 A.3d 517 (Del. 2021). · cites it 2× “2 6 Del. C. § 18-108. 3 Int’l Rail Partners LLC v.”
Branin v. Stein Roe Inv. Couns., LLC, No. CA 8481-VCN, 2014 WL 2961084 (Del. Ch. June 30, 2014). · cites it 3× “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., No. 12647-VCMR (Del. Ch. Mar. 2, 2017). “5 of the Limited Liability Company Agreement 1 6 Del. C. § 18-108. Bennett J. Glazer, et al.”
Meyers v. Quiz-Dia LLC, No. CA 9878-VCL, 2017 WL 2438328 (Del. Ch. June 6, 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., No. 2019-0762-JTL, 2020 WL 4463438 (Del. Ch. Aug. 4, 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, No. 2022-0881-JTL (Del. Ch. Nov. 22, 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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