Delaware Code

6 Del. C. § 18-1101 (2026)

Construction and application of chapter and limited liability company agreement

✓ current as of May 2026

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(a) The rule that statutes in derogation of the common law are to be strictly construed shall have no application to this chapter.

(b) It is the policy of this chapter to give the maximum effect to the principle of freedom of contract and to the enforceability of limited liability company agreements.

(c) To the extent that, at law or in equity, a member or manager or other person has duties (including fiduciary duties) to a limited liability company or to another member or manager or to another person that is a party to or is otherwise bound by a limited liability company agreement, the member’s or manager’s or other person’s duties may be expanded or restricted or eliminated by provisions in the limited liability company agreement; provided, that the limited liability company agreement may not eliminate the implied contractual covenant of good faith and fair dealing.

(d) Unless otherwise provided in a limited liability company agreement, a member or manager or other person shall not be liable to a limited liability company or to another member or manager or to another person that is a party to or is otherwise bound by a limited liability company agreement for breach of fiduciary duty for the member’s or manager’s or other person’s good faith reliance on the provisions of the limited liability company agreement.

(e) A limited liability company agreement may provide for the limitation or elimination of any and all liabilities for breach of contract and breach of duties (including fiduciary duties) of a member, manager or other person to a limited liability company or to another member or manager or to another person that is a party to or is otherwise bound by a limited liability company agreement; provided, that a limited liability company agreement may not limit or eliminate liability for any act or omission that constitutes a bad faith violation of the implied contractual covenant of good faith and fair dealing.

(f) Unless the context otherwise requires, as used herein, the singular shall include the plural and the plural may refer to only the singular. The use of any gender shall be applicable to all genders. The captions contained herein are for purposes of convenience only and shall not control or affect the construction of this chapter.

(g) Sections 9-406 and 9-408 of this title do not apply to any interest in a limited liability company, including all rights, powers and interests arising under a limited liability company agreement or this chapter. This provision prevails over §§ 9-406 and 9-408 of this title.

(h) Action validly taken pursuant to 1 provision of this chapter shall not be deemed invalid solely because it is identical or similar in substance to an action that could have been taken pursuant to some other provision of this chapter but fails to satisfy 1 or more requirements prescribed by such other provision.

(i) A limited liability company agreement that provides for the application of Delaware law shall be governed by and construed under the laws of the State of Delaware in accordance with its terms.

(j) The provisions of this chapter shall apply whether a limited liability company has 1 member or more than 1 member.

68 Del. Laws, c. 434, § 1; 69 Del. Laws, c. 260, § 35; 72 Del. Laws, c. 389, § 26; 73 Del. Laws, c. 221, § 1; 74 Del. Laws, c. 275, §§ 13, 14; 77 Del. Laws, c. 58, § 7; 77 Del. Laws, c. 287, § 29; 79 Del. Laws, c. 74, § 7;

Notes of Decisions

Cited in 100 cases (57 in the last 5 years), 2008–2026 · leading case: In re Intervention Energy Holdings, LLC, 553 B.R. 258 (Bankr. D. Del. 2016).

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In re Intervention Energy Holdings, LLC, 553 B.R. 258 (Bankr. D. Del. 2016). “for the limitation or elimination of any and all liabilities for breach of contract and breach of duties (including fiduciary duties) of a member, manager or other person to a limited liability company or to another member or manager or to another person that is a party to or is…”

Cargill, Inc. v. JWH Special Circumstance LLC, 959 A.2d 1096 (Del. Ch. 2008). “” 6 Del. C. § 18-1101(b). Delaware courts have long recognized that the "basic approach” to the LLC "is to provide broad discretion in drafting” the agreement, as well as encouraging private ordering and customization.”

Cml v. LLC v. Bax, 6 A.3d 238 (Del. Ch. 2010). “” 6 Del. C. § 18-1101(c) (emphasis added). Although typically cited for authorizing the restriction or elimination of legal duties, this section likewise authorizes the expansion of legal duties.”

Irongate Performance Fund, LLC v. Alpha Balanced Fund, Lllp, 802 S.E.2d 357 (Ga. Ct. App. 2017). “21 See 6 Del. C. § 18-1101 (a)-(e) (allowing parties to define, limit, or even eliminate certain duties, including fiduciary duties).”

Miller v. Fiberlight, LLC Et Al., 808 S.E.2d 75 (Ga. Ct. App. 2017). “See 6 Del. C. § 18-1101 (c) ("To the extent that, at law or in equity, a member or manager or other person has duties (including fiduciary *600 duties) to a limited liability company or to another member or manager or to another person that is a party to or is otherwise bound by…”

South Canaan Cellular Investments, LLC v. Lackawaxen Telecom, Inc. (In Re South Canaan Cellular Investments, LLC), 427 B.R. 85 (Bankr. E.D. Pa. 2010). · cites it 2× “6 Del. C. § 18-1101(c). In Health Robotics, the plaintiff LLC pleaded that the operating agreement imposed such duties upon all its members, and the district court accepted that averment as true for purposes of the motion to dismiss.”

Off. Comm. Unsecured Creditors of HH Liquidation, LLC v. Comvest Grp. Holdings, LLC (In re HH Liquidation, LLC), 590 B.R. 211 (2018). · cites it 2× “at 250 (citing 6 Del. C. § 18-1101(b) ). Further, there is no inequity or prejudice to creditors because they "are presumed to be 'capable of protecting themselves through the contractual agreements that govern their *285 relationships with firms.”

Manti Holdings, LLC v. Authentix Acquisition Co., Inc. (Del. 2021). · cites it 4× “41 (citing 6 Del. C. § 18-1101(b) (“It is the policy of this chapter to give the maximum effect to the principles of freedom of contract .”

77 Charters, Inc. v. Jonathan D. Gould (Stonemar Cookeville Partners, LLC & Cookeville Retail Holdings, LLC, Nominal Defendants) (Del. Ch. 2020). · cites it 3× “101 6 Del. C. §§ 18-1101(c), 18-1104; CHS Theatres, LLC v.”

DG BF, LLC v. Michael Ray (Del. Ch. 2021). · cites it 3× “63 See 6 Del. C. § 18-1101(e). 64 Feeley v. NHAOCG, LLC, 62 A.”

Terrance L. Erisman & David Fouts v. Peter Zaitsev & Thomas Basil & Percona, LLC, Nominal (Del. Ch. 2021). · cites it 3× “74 6 Del. C. § 18-1101(b) 75 Kahn v. Portnoy, 2008 WL 5197164 , at *3 (Del.”

Baldwin v. New Wood Resources LLC (Del. 2022). · cites it 3× “105 6 Del. C. § 18-1101(b). 106 See Elf Atochem N.”

Show all 100 citing cases →

— 6 Del. C. § 18-1101(b) — 40 cases

Manti Holdings, LLC v. Authentix Acquisition Co., Inc. (Del. 2021). “41 (citing 6 Del. C. § 18-1101(b) (“It is the policy of this chapter to give the maximum effect to the principles of freedom of contract .”

Off. Comm. Unsecured Creditors of HH Liquidation, LLC v. Comvest Grp. Holdings, LLC (In re HH Liquidation, LLC), 590 B.R. 211 (2018). “at 250 (citing 6 Del. C. § 18-1101(b) ). Further, there is no inequity or prejudice to creditors because they "are presumed to be 'capable of protecting themselves through the contractual agreements that govern their *285 relationships with firms.”

Acela Investments LLC v. Raymond DiFalco (Del. Ch. 2019).

Todd Moscowitz v. Theory Ent. LLC (Del. Ch. 2020).

— 6 Del. C. § 18-1101(c) — 37 cases

South Canaan Cellular Investments, LLC v. Lackawaxen Telecom, Inc. (In Re South Canaan Cellular Investments, LLC), 427 B.R. 85 (Bankr. E.D. Pa. 2010). “6 Del. C. § 18-1101(c). In Health Robotics, the plaintiff LLC pleaded that the operating agreement imposed such duties upon all its members, and the district court accepted that averment as true for purposes of the motion to dismiss.”

77 Charters, Inc. v. Jonathan D. Gould (Stonemar Cookeville Partners, LLC & Cookeville Retail Holdings, LLC, Nominal Defendants) (Del. Ch. 2020). “101 6 Del. C. §§ 18-1101(c), 18-1104; CHS Theatres, LLC v.”

Riverside Risk Advisors LLC v. Grace I Ching Chao (Del. Ch. 2022).

Riverside Risk Advisors LLC v. Grace I. Ching Chao (Del. Ch. 2022).

— 6 Del. C. § 18-1101(c)(2) — 1 case

Largo Legacy Grp., LLC v. Evens Charles (Del. Ch. 2021).

— 6 Del. C. § 18-1101(d) — 1 case

— 6 Del. C. § 18-1101(e) — 23 cases

DG BF, LLC v. Michael Ray (Del. Ch. 2021). “63 See 6 Del. C. § 18-1101(e). 64 Feeley v. NHAOCG, LLC, 62 A.”

In re W.J. Bradley Mortg. Capital, LLC, 598 B.R. 150 (2019).

John H. Klein v. Marc Wasserman (Del. Ch. 2019).

— 6 Del. C. § 18-1101(h) — 1 case

Terramar Retail Centers, LLC v. Marion 2 Seaport Trust U/A/D/ June 21, 2002 (Del. Ch. 2019).

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