Delaware Code

6 Del. C. § 18-407 (2026)

Delegation of rights and powers to manage

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Unless otherwise provided in the limited liability company agreement, a member or manager of a limited liability company has the power and authority to delegate to 1 or more other persons any or all of the member’s or manager’s, as the case may be, rights, powers and duties to manage and control the business and affairs of the limited liability company, which delegation may be made irrespective of whether the member or manager has a conflict of interest with respect to the matter as to which its rights, powers or duties are being delegated, and the person or persons to whom any such rights, powers or duties are being delegated shall not be deemed conflicted solely by reason of the conflict of interest of the member or manager. Any such delegation may be to agents, officers and employees of a member or manager or the limited liability company, and by a management agreement or another agreement with, or otherwise to, other persons, including a committee of 1 or more persons. Unless otherwise provided in the limited liability company agreement, such delegation by a member or manager shall be irrevocable if it states that it is irrevocable. Unless otherwise provided in the limited liability company agreement, such delegation by a member or manager of a limited liability company shall not cause the member or manager to cease to be a member or manager, as the case may be, of the limited liability company or cause the person to whom any such rights, powers and duties have been delegated to be a member or manager, as the case may be, of the limited liability company. No other provision of this chapter or other law shall be construed to restrict a member’s or manager’s power and authority to delegate any or all of its rights, powers and duties to manage and control the business and affairs of the limited liability company.

69 Del. Laws, c. 260, §  25;  71 Del. Laws, c. 77, §  28;  73 Del. Laws, c. 295, §  8;  80 Del. Laws, c. 45, §  7;  81 Del. Laws, c. 89, § 11;  83 Del. Laws, c. 61, § 4;
Notes of Decisions
Cited in 6 cases (1 in the last 5 years), 2016–2021 · leading case: Obeid v. Hogan, No. 11900-VCL, 2016 WL 3356851 (Del. Ch. June 10, 2016).
Obeid v. Hogan, No. 11900-VCL, 2016 WL 3356851 (Del. Ch. June 10, 2016). “6 Del. C. § 18-407. By its terms, this provision permits delegation to persons who are not managers of the LLC, including to “other persons.”
Julie L. Graves v. Lone Star NGL Pipeline LP, No. 09-18-00173-CV (Tex. App.—Beaumont Feb. 28, 2019). “] 6 Del. C. § 18-407. The LLC Agreement will be interpreted to grant all necessary powers to the officers to conduct the affairs of the company, unless specifically proscribed.”
Llamas v. Titus, No. 2018-0516-JTL, 2019 WL 2505374 (Del. Ch. June 18, 2019). “” 6 Del. C. § 18-407. In that event, the November 13 Consent only would have appointed Steven and Jeffrey as officers, not managers.”
Lorenzo Roccia v. Martin Mugica, No. 2020-0641-MTZ (Del. Ch. Dec. 29, 2020). “42 See 6 Del. C. § 18-407 (“Unless otherwise provided in the limited liability company agreement, a member or manager of a limited liability company has the power and authority to delegate to 1 or more other persons any or all of the member’s or manager’s, as the case may be,…”
Dlayal Holdings, Inc. v. Al-Bawardi Dlayal Holdings, Inc. v. Rodger Gracey, No. COORD: 2020-1067-LWW, 2020-1070-LWW, 2021 WL 6121724 (Del. Ch. Dec. 27, 2021). “80 6 Del. C. § 18-407. 81 Id. 16 Ranches. Marnie Gracey worked at the First Ranch and assisted in the purchase of the Second Ranch.”
KG Winddown, LLC, No. 20-11723 (Bankr. S.D.N.Y. Sept. 29, 2020). “6 Del. C. § 18-407. The operating agreements of K.”
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