Del. C. » Title 6 — SUBTITLE II · Commerce and Trade · Subchapter III. Members
Delaware Code

6 Del. C. § 18-301 (2026)

Admission of members

✓ current as of May 2026
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(a) In connection with the formation of a limited liability company, a person is admitted as a member of the limited liability company upon the later to occur of:

(1) The formation of the limited liability company; or

(2) The time provided in and upon compliance with the limited liability company agreement or, if the limited liability company agreement does not so provide, when the person’s admission is reflected in the records of the limited liability company or as otherwise provided in the limited liability company agreement.

(b) After the formation of a limited liability company, a person is admitted as a member of the limited liability company:

(1) In the case of a person who is not an assignee of a limited liability company interest, including a person acquiring a limited liability company interest directly from the limited liability company and a person to be admitted as a member of the limited liability company without acquiring a limited liability company interest in the limited liability company at the time provided in and upon compliance with the limited liability company agreement or, if the limited liability company agreement does not so provide, upon the consent of all members or as otherwise provided in the limited liability company agreement;

(2) In the case of an assignee of a limited liability company interest, as provided in § 18-704(a) of this title;

(3) In the case of a person being admitted as a member of a surviving or resulting limited liability company pursuant to a merger or consolidation approved in accordance with § 18-209(b) of this title, as provided in the limited liability company agreement of the surviving or resulting limited liability company or in the agreement of merger or consolidation or plan of merger, and in the event of any inconsistency, the terms of the agreement of merger or consolidation or plan of merger shall control; and in the case of a person being admitted as a member of a limited liability company pursuant to a merger or consolidation in which such limited liability company is not the surviving or resulting limited liability company in the merger or consolidation, as provided in the limited liability company agreement of such limited liability company; or

(4) In the case of a person being admitted as a member of a division company pursuant to a division approved in accordance with § 18-217(c) of this title, as provided in the limited liability company agreement of such division company or in the plan of division, and in the event of any inconsistency, the terms of the plan of division shall control; and in the case of a person being admitted as a member of a limited liability company pursuant to a division in which such limited liability company is not a division company in the division, as provided in the limited liability company agreement of such limited liability company.

(c) In connection with the domestication of a non-United States entity (as defined in § 18-212 of this title) as a limited liability company in the State of Delaware in accordance with § 18-212 of this title or the conversion of an other entity (as defined in § 18-214 of this title) to a domestic limited liability company in accordance with § 18-214 of this title, a person is admitted as a member of the limited liability company as provided in the limited liability company agreement.

(d) A person may be admitted to a limited liability company as a member of the limited liability company and may receive a limited liability company interest in the limited liability company without making a contribution or being obligated to make a contribution to the limited liability company. Unless otherwise provided in a limited liability company agreement, a person may be admitted to a limited liability company as a member of the limited liability company without acquiring a limited liability company interest in the limited liability company. Unless otherwise provided in a limited liability company agreement, a person may be admitted as the sole member of a limited liability company without making a contribution or being obligated to make a contribution to the limited liability company or without acquiring a limited liability company interest in the limited liability company.

(e) Unless otherwise provided in a limited liability company agreement or another agreement, a member shall have no preemptive right to subscribe to any additional issue of limited liability company interests or another interest in a limited liability company.

68 Del. Laws, c. 434, §  1;  69 Del. Laws, c. 260, §§  16-21;  70 Del. Laws, c. 75, §  18;  71 Del. Laws, c. 77, §§  24, 25;  73 Del. Laws, c. 295, §  7;  75 Del. Laws, c. 51, §§  6, 7;  77 Del. Laws, c. 287, §  20;  82 Del. Laws, c. 48, § 13;  82 Del. Laws, c. 259, § 11; 
Notes of Decisions
Cited in 13 cases (9 in the last 5 years), 2015–2026 · leading case: Ari Rostowsky v. Laura M. Hirsch & Lisa M. True, & Aither Health, LLC (Del. Ch. 2024).
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Ari Rostowsky v. Laura M. Hirsch & Lisa M. True, & Aither Health, LLC (Del. Ch. 2024). · cites it 5× “17 6 Del. C. § 18-301 establishes different courses of action to admit a member into an LLC both in connection with the formation of an LLC and after the formation of an LLC.”
Tissue Tech. LLC v. TAK Investments LLC, 907 F.3d 1001 (7th Cir. 2018). “But it became clear at trial that two other considerations prevent OFTI from enforcing these notes against Tak. A hold-harmless agreement is the first of these reasons.”
Patricia A. Robinson v. Michele Darbeau (Del. Ch. 2021). · cites it 2× “93 See 6 Del. C. § 18-301 (“Admission of Members”).”
Tissue Tech. LLC v. TAK Investments LLC (7th Cir. 2018). “6 Del. Code §18-301(b)(1). The two existing members of Tak Investments do not assert any contractual or statutory right to prevent the issuance of new interests under §18- 301(b)(1), so Delaware law allows Tak to provide OFTI with an equity interest.”
Focus Fin. Fin. Partners, LLC v. Holsopple (Del. Ch. 2020). “6 Del. C. § 18-301. Delaware law only applies by default, because unlike with a Delaware corporation, a Delaware LLC can select the law of a different jurisdiction to govern its LLC agreement.”
Riverside Risk Advisors LLC v. Grace I Ching Chao (Del. Ch. 2022). “177 6 Del. C. § 18-301(b); 2020 Del. Laws Ch.”
Riverside Risk Advisors LLC v. Grace I. Ching Chao (Del. Ch. 2022). “177 6 Del. C. § 18-301(b); 2020 Del. Laws Ch.”
In re P3 Health Grp. Holdings, LLC (Del. Ch. 2022). “6 Del. C. § 18-301; Ex. 1 at 1. But Chicago Pacific does not owe any of the contractual obligations that Hudson seeks to enforce.”
John Klein v. Jill Sussman (Del. Ch. 2024). “6 Del. C. § 18-301(a). The Delaware LLC Act seeks “to give maximum effect to the principle of freedom of contract and to the enforceability of limited liability company agreements.”
Hankins v. Doubletree Mgmt., LLC (D.N.J. 2021). “20, 2011) (acknowledging that “its legal error in concluding that a wholly-owned subsidiary necessarily has only one 6 6 Del.C. § 18-301(d) provides: “Unless otherwise provided in a limited liability company agreement, a person may be admitted to a limited liability company as a…”
Wheels Up Partners LLC v. Exclusive Jets, LLC (S.D.N.Y. 2025). “” 6 Del. C. § 18-301(a)(2) (governing “the formation” of an LLC); accord id.”
O.R.C. Partners, LLC v. SBTN Holdings, LLC (Del. Ch. 2026). “” 6 Del. C. § 18-301(b). 19 1. The Parties’ Contentions Defendant contends that the Purported Operating Agreement governs the affairs of SBTN Holdings.”
Show all 13 citing cases →
— 6 Del. C. § 18-301(a) — 3 cases
Ari Rostowsky v. Laura M. Hirsch & Lisa M. True, & Aither Health, LLC (Del. Ch. 2024). “17 6 Del. C. § 18-301 establishes different courses of action to admit a member into an LLC both in connection with the formation of an LLC and after the formation of an LLC.”
John Klein v. Jill Sussman (Del. Ch. 2024). “6 Del. C. § 18-301(a). The Delaware LLC Act seeks “to give maximum effect to the principle of freedom of contract and to the enforceability of limited liability company agreements.”
Hampton v. Turner (Del. Ch. 2015).
— 6 Del. C. § 18-301(a)(2) — 2 cases
Ari Rostowsky v. Laura M. Hirsch & Lisa M. True, & Aither Health, LLC (Del. Ch. 2024). “17 6 Del. C. § 18-301 establishes different courses of action to admit a member into an LLC both in connection with the formation of an LLC and after the formation of an LLC.”
Wheels Up Partners LLC v. Exclusive Jets, LLC (S.D.N.Y. 2025). “” 6 Del. C. § 18-301(a)(2) (governing “the formation” of an LLC); accord id.”
— 6 Del. C. § 18-301(b) — 3 cases
Riverside Risk Advisors LLC v. Grace I Ching Chao (Del. Ch. 2022). “177 6 Del. C. § 18-301(b); 2020 Del. Laws Ch.”
Riverside Risk Advisors LLC v. Grace I. Ching Chao (Del. Ch. 2022). “177 6 Del. C. § 18-301(b); 2020 Del. Laws Ch.”
O.R.C. Partners, LLC v. SBTN Holdings, LLC (Del. Ch. 2026). “” 6 Del. C. § 18-301(b). 19 1. The Parties’ Contentions Defendant contends that the Purported Operating Agreement governs the affairs of SBTN Holdings.”
— 6 Del. C. § 18-301(b)(1) — 3 cases
Tissue Tech. LLC v. TAK Investments LLC, 907 F.3d 1001 (7th Cir. 2018). “But it became clear at trial that two other considerations prevent OFTI from enforcing these notes against Tak. A hold-harmless agreement is the first of these reasons.”
Tissue Tech. LLC v. TAK Investments LLC (7th Cir. 2018). “6 Del. Code §18-301(b)(1). The two existing members of Tak Investments do not assert any contractual or statutory right to prevent the issuance of new interests under §18- 301(b)(1), so Delaware law allows Tak to provide OFTI with an equity interest.”
Ari Rostowsky v. Laura M. Hirsch & Lisa M. True, & Aither Health, LLC (Del. Ch. 2024). “17 6 Del. C. § 18-301 establishes different courses of action to admit a member into an LLC both in connection with the formation of an LLC and after the formation of an LLC.”
— 6 Del. C. § 18-301(d) — 2 cases
Patricia A. Robinson v. Michele Darbeau (Del. Ch. 2021). “93 See 6 Del. C. § 18-301 (“Admission of Members”).”
Hankins v. Doubletree Mgmt., LLC (D.N.J. 2021). “20, 2011) (acknowledging that “its legal error in concluding that a wholly-owned subsidiary necessarily has only one 6 6 Del.C. § 18-301(d) provides: “Unless otherwise provided in a limited liability company agreement, a person may be admitted to a limited liability company as a…”
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