Delaware Code

6 Del. C. § 18-604 (2026)

Distribution upon resignation

✓ current as of May 2026

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Except as provided in this subchapter, upon resignation any resigning member is entitled to receive any distribution to which such member is entitled under a limited liability company agreement and, if not otherwise provided in a limited liability company agreement, such member is entitled to receive, within a reasonable time after resignation, the fair value of such member’s limited liability company interest as of the date of resignation based upon such member’s right to share in distributions from the limited liability company.

68 Del. Laws, c. 434, § 1; 71 Del. Laws, c. 341, § 14; 72 Del. Laws, c. 129, § 12;

Notes of Decisions

Cited in 3 cases (2 in the last 5 years), 2018–2022 · leading case: Domain Assocs., LLC v. Nimesh S. Shah (Del. Ch. 2018).

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Domain Assocs., LLC v. Nimesh S. Shah (Del. Ch. 2018). “142 Although there does not appear to be any decision that has reached this conclusion for Section 18-604 of the LLC Act, Chief Justice Strine reached a similar conclusion while serving as Vice 140 6 Del. C. § 18-604. 141 Symonds & O’Toole, supra, § 5.”

Patricia A. Robinson v. Michele Darbeau (Del. Ch. 2021). “See 6 Del. C. § 18-604 (“[U]pon resignation any resigning member is entitled to receive any distribution to which such member is entitled under a limited liability company agreement and, if not otherwise provided in a limited liability company agreement, such member is entitled…”

5high LLC v. Howard Feiler (Del. Ch. 2022). “CONCLUSION For the reasons stated above, 5high is entitled to a declaration that Feiler resigned from and withdrew as a member of USApparel on December 1, 2021 and 106 6 Del. C. § 18-604; Levey, 2014 WL 3811237 , at *11 (“The statutory calculation is not limited to the value of…”

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