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

6 Del. C. § 18-303 (2026)

Liability to third parties

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(a) Except as otherwise provided by this chapter, the debts, obligations and liabilities of a limited liability company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the limited liability company, and no member or manager of a limited liability company shall be obligated personally for any such debt, obligation or liability of the limited liability company solely by reason of being a member or acting as a manager of the limited liability company.

(b) Notwithstanding the provisions of subsection (a) of this section, under a limited liability company agreement or under another agreement, a member or manager may agree to be obligated personally for any or all of the debts, obligations and liabilities of the limited liability company.

68 Del. Laws, c. 434, §  1;  69 Del. Laws, c. 260, §  22; 
Notes of Decisions
Cited in 15 cases (5 in the last 5 years), 2000–2026 · leading case: Great Lakes Chem. Corp. v. Monsanto Co., 96 F. Supp. 2d 376 (D. Del. 2000).
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Great Lakes Chem. Corp. v. Monsanto Co., 96 F. Supp. 2d 376 (D. Del. 2000). · cites it 2× “See 6 Del.C. § 18-303. In addition, LLCs have greater flexibility than corporations in terms of organizational structure.”
Vertrue Inc. v. Meshkin, 429 F. Supp. 2d 479 (D. Conn. 2006). “at 17 (citing 6 Del. C. § 18-303(a)). Moreover, Defendant contends that Plaintiffs reliance is suspect as it did not require Defendant to personally guarantee the Companies’ obligations under the Agreement or provide financials.”
Sec. & Exch. Comm'n v. Ryan, 747 F. Supp. 2d 355 (N.D.N.Y. 2010). “Now that the Court has determined that Prime Rate is an independent entity, our next inquiry is to ascertain if the Receiver steps into the proverbial shoes of Prime Rate, becoming a client of Bosman & Associates, who may have the right to seek its own files.”
Wais v. Thompson, No. N22A-08-003 CLS (Del. Super. Ct. Mar. 24, 2023). · cites it 2× “Delaware law generally shields individual members of a limited liability company from liabilities of the limited liability company under 6 Del. C. §18-303(a). However, a member or manager may assume debts, obligations, or liabilities of the limited liability company if he agrees…”
Racheal Conaway & Timothy Conaway v. New Hope Tile, LLC, No. CPU4-16-002487 (Del. Ct. Com. Pl. May 31, 2017). “Breach of Contract In order for Racheal to prevail on a claim for breach of contract, she must establish by a preponderance of the evidence that: (1) a contract existed between the parties; (2) the defendant breached an obligation imposed by the contract; and (3) the plaintiff…”
Domain Assocs., LLC v. Nimesh S. Shah, No. CA 12921-VCL, 2018 WL 3853531 (Del. Ch. Aug. 13, 2018). “) 197 6 Del. C. § 18-303. 45 The liability to Shah is not a liability to a third party.”
West v. Access Control Related Enter., LLC, No. N17C-11-137 MMJ CCLD (Del. Super. Ct. June 5, 2019). “1999); 6 Del. C. § 18-303(b). 15 Motion for Leave to Amend West’s motion for leave to amend is futile.”
Focus Fin. Fin. Partners, LLC v. Holsopple, 241 A.3d 784 (Del. Ch. 2020). “(separate legal existence and presumptively perpetual life); 6 Del. C. § 18-303(a) (limited liability for investors).”
Agspring Holdco, LLC v. NGP X US Holdings, L.P., No. 2019-0567-JRS (Del. Ch. Jan. 19, 2022). “, 6 Del. C. §18-303 (“[T]he debts, obligations and liabilities of a limited liability company .”
SDF Funding LLC v. STanly B. Fry, No. 2017-0732-KSJM (Del. Ch. May 13, 2022). “50 6 Del. C. § 18-303(a) (stating that “the debts, obligations and liabilities of a limited liability company .”
Adams v. Klein, No. 1:18-cv-01330 (D. Del. May 12, 2020). “1968)); see also 6 Del. C. § 18-303 (stating that a manager of a limited liability company is generally not personally liable for the “liability of the limited liability company solely by reason of being a member or acting as a manager of the limited liability company”).”
Luster v. PuraCap Labs., LLC, No. 1:18-cv-00503 (D. Del. Dec. 1, 2021). “6 Del. C. § 18-303(a); see also Vill. of Arden v.”
Show all 15 citing cases →
6 Del. C. § 18-303(a): 6 cases
Vertrue Inc. v. Meshkin, 429 F. Supp. 2d 479 (D. Conn. 2006). “at 17 (citing 6 Del. C. § 18-303(a)). Moreover, Defendant contends that Plaintiffs reliance is suspect as it did not require Defendant to personally guarantee the Companies’ obligations under the Agreement or provide financials.”
Focus Fin. Fin. Partners, LLC v. Holsopple, 241 A.3d 784 (Del. Ch. 2020). “(separate legal existence and presumptively perpetual life); 6 Del. C. § 18-303(a) (limited liability for investors).”
SDF Funding LLC v. STanly B. Fry, No. 2017-0732-KSJM (Del. Ch. May 13, 2022). “50 6 Del. C. § 18-303(a) (stating that “the debts, obligations and liabilities of a limited liability company .”
Wais v. Thompson, No. N22A-08-003 CLS (Del. Super. Ct. Mar. 24, 2023). “Delaware law generally shields individual members of a limited liability company from liabilities of the limited liability company under 6 Del. C. §18-303(a). However, a member or manager may assume debts, obligations, or liabilities of the limited liability company if he agrees…”
Luster v. PuraCap Labs., LLC, No. 1:18-cv-00503 (D. Del. Dec. 1, 2021). “6 Del. C. § 18-303(a); see also Vill. of Arden v.”
6 Del. C. § 18-303(b): 2 cases
West v. Access Control Related Enter., LLC, No. N17C-11-137 MMJ CCLD (Del. Super. Ct. June 5, 2019). “1999); 6 Del. C. § 18-303(b). 15 Motion for Leave to Amend West’s motion for leave to amend is futile.”
Wais v. Thompson, No. N22A-08-003 CLS (Del. Super. Ct. Mar. 24, 2023). “Delaware law generally shields individual members of a limited liability company from liabilities of the limited liability company under 6 Del. C. §18-303(a). However, a member or manager may assume debts, obligations, or liabilities of the limited liability company if he agrees…”
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