Unless otherwise provided in a limited liability company agreement, the management of a limited liability company shall be vested in its members in proportion to the then current percentage or other interest of members in the profits of the limited liability company owned by all of the members, the decision of members owning more than 50 percent of the said percentage or other interest in the profits controlling; provided however, that if a limited liability company agreement provides for the management, in whole or in part, of a limited liability company by a manager, the management of the limited liability company, to the extent so provided, shall be vested in the manager who shall be chosen in the manner provided in the limited liability company agreement. The manager shall also hold the offices and have the responsibilities accorded to the manager by or in the manner provided in a limited liability company agreement. Subject to § 18-602 of this title, a manager shall cease to be a manager as provided in a limited liability company agreement. A limited liability company may have more than 1 manager. Unless otherwise provided in a limited liability company agreement, each member and manager has the authority to bind the limited liability company.
68 Del. Laws, c. 434,
§
1;
69 Del. Laws, c. 260,
§
24;
70 Del. Laws, c. 75,
§
19;
70 Del. Laws, c. 186,
§
1;
71 Del. Laws, c. 341,
§
12;
72 Del. Laws, c. 129,
§
11;
Notes of Decisions
Riley v. Tencara, LLC (In Re Wolverine, Proctor & Schwartz, LLC), 447 B.R. 1 (Bankr. D. Mass. 2011).
“With respect to a limited liability corporation, Delaware law states that “[ujnless otherwise provided in a limited liability company agreement, the management of a limited liability company shall be vested in its members____” 6 Del.C. § 18-402. Thus, pursuant to Delaware law,…”
Cml v. LLC v. Bax, 6 A.3d 238 (Del. Ch. 2010).
“, 6 Del. C. § 18-402 (“Unless otherwise provided in [an LLC] agreement, the management of [an LLC] shall be vested in its members.”
In Re Longview Aluminum, L.L.C., 657 F.3d 507 (7th Cir. 2011).
“” 6 Del. C. § 18-402. The district court concluded that directors generally have the authority to manage a corporation and members generally have the authority to manage an LLC, and thus found a member analogous to a director.”
Johnson v. Smithkline Beecham Corp., 853 F. Supp. 2d 487 (E.D. Pa. 2012).
“See 6 Del. C. § 18-402. Plaintiffs’ suggestion notwithstanding, the statutory conferral of such authority is hardly unusual.”
Longview Aluminum, L.L.C v. Brandt, 431 B.R. 193 (N.D. Ill. 2010).
“” 6 Del.C. § 18-402. Thus, pursuant to Delaware law, directors are generally provided with authority for managing the corporation and members are generally provided with authority for managing the limited liability company.”
Beacon Investments LLC v. Mainepcs, LLC, 468 B.R. 1 (D. Me. 2012).
· cites it 3× “at 241; Beacon Reply at 10-11 (citing 6 Del. C. § 18-402). Under section 18-402, Beacon maintains the management of the LLC “shall be vested in its members” and since only its “managers” and none of MainePCS’s “members” signed the settlement agreement, the agreement is void.”
Longview Aluminum, LLC v. Brandt, 431 B.R. 193 (N.D. Ill. 2010).
“" 6 Del.C. § 18-402. Thus, pursuant to Delaware law, directors are generally provided with authority for managing the corporation and members are generally provided with authority for managing the limited liability company.”
Metro Storage Int'l LLC v. Harron (Del. Ch. 2019).
· cites it 3× “See 6 Del. C. § 18-402. To establish a manager- managed structure, the LLC Act requires that the governing LLC agreement contain provisions vesting authority in a formal manager.”
Parker Sch. Uniforms, LLC (Bankr. D. Del. 2021).
· cites it 3× “Specifically, the Trustee relies on 6 Del. C. § 18-402 to stand for the proposition that the management of a limited liability company, such as PSU, is vested in its members.”
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