(a) A limited liability company interest is assignable in whole or in part except as provided in a limited liability company agreement. The assignee of a member’s limited liability company interest shall have no right to participate in the management of the business and affairs of a limited liability company except as provided in a limited liability company agreement or, unless otherwise provided in the limited liability company agreement, upon the vote or consent of all of the members of the limited liability company.
(b) Unless otherwise provided in a limited liability company agreement:
(1) An assignment of a limited liability company interest does not entitle the assignee to become or to exercise any rights or powers of a member;
(2) An assignment of a limited liability company interest entitles the assignee to share in such profits and losses, to receive such distribution or distributions, and to receive such allocation of income, gain, loss, deduction, or credit or similar item to which the assignor was entitled, to the extent assigned; and
(3) A member ceases to be a member and to have the power to exercise any rights or powers of a member upon assignment of all of the member’s limited liability company interest. Unless otherwise provided in a limited liability company agreement, the pledge of, or granting of a security interest, lien or other encumbrance in or against, any or all of the limited liability company interest of a member shall not cause the member to cease to be a member or to have the power to exercise any rights or powers of a member.
(c) Unless otherwise provided in a limited liability company agreement, a member’s interest in a limited liability company may be evidenced by a certificate of limited liability company interest issued by the limited liability company. A limited liability company agreement may provide for the assignment or transfer of any limited liability company interest represented by such a certificate and make other provisions with respect to such certificates. A limited liability company shall not have the power to issue a certificate of limited liability company interest in bearer form.
(d) Unless otherwise provided in a limited liability company agreement and except to the extent assumed by agreement, until an assignee of a limited liability company interest becomes a member, the assignee shall have no liability as a member solely as a result of the assignment.
(e) Unless otherwise provided in the limited liability company agreement, a limited liability company may acquire, by purchase, redemption or otherwise, any limited liability company interest or other interest of a member or manager in the limited liability company. Unless otherwise provided in the limited liability company agreement, any such interest so acquired by the limited liability company shall be deemed canceled.
68 Del. Laws, c. 434,
§
1;
69 Del. Laws, c. 260,
§§
30, 31;
70 Del. Laws, c. 186,
§
1;
70 Del. Laws, c. 360,
§
14;
73 Del. Laws, c. 83,
§
18;
76 Del. Laws, c. 105,
§
31;
77 Del. Laws, c. 287,
§
23;
80 Del. Laws, c. 271,
§
7;
Notes of Decisions
Gurney-Goldman v. Goldman (Del. Ch. 2024).
· cites it 2× “39 The recipient only holds the rights of an assignee, which consist of the economic rights associated with the interest, plus the power to sue 39 6 Del. C. § 18-702. 20 derivatively.40 The assignee does not receive any of the governance rights associated with the interest,41…”
Werthamer (E.D. Tex. 2025).
· cites it 2× “6 Del. C. § 18-702(b)(3). A member of a Delaware LLC has the right to obtain the “current list of the name and last known business, residence or mailing address of each member and manager” upon reasonable demand.”
Obeid v. Hogan (Del. Ch. 2016).
“§ 202 (establishing default rule of alienability with transferee obtaining stockholder status), with 6 Del. C. § 18-702 (establishing default rule of assignability with assignee having “no right to participate in the management of the business and affairs of a limited liability…”
Lilly Lea Perry v. Dieter Walter Neupert (Del. Ch. 2019).
“Section 18-101(11) of the LLC Act defines a “[m]ember” as “a person who is admitted to a limited liability company as a 237 6 Del C. § 18-702(b) (2013). 238 See PX 1.”
Wheel Recovery Sys., LLC v. Nichols (E.D. Tenn. 2023).
“See 6 Del. Code Ann. § 18-702(b)(2) (“An assignment of a limited liability company interest entitles the assignee to share in such profits and losses, to receive such distribution or distributions, and to receive such allocation of income, gain, loss, deduction, or credit or…”
In Re: James Zachman v. State of Delaware (9th Cir. 2024).
“2d at 762 (emphasis added); see also 6 Del. Code § 18-702(b) (listing the economic rights of an assignee of an interest 1 We reject Appellees’ contention that we lack jurisdiction over this issue under the Rooker-Feldman doctrine, under which “federal district courts have ‘no…”
— 6 Del. C. § 18-702(a) — 2 cases
— 6 Del. C. § 18-702(b) — 3 cases
Lilly Lea Perry v. Dieter Walter Neupert (Del. Ch. 2019).
“Section 18-101(11) of the LLC Act defines a “[m]ember” as “a person who is admitted to a limited liability company as a 237 6 Del C. § 18-702(b) (2013). 238 See PX 1.”
In Re: James Zachman v. State of Delaware (9th Cir. 2024).
“2d at 762 (emphasis added); see also 6 Del. Code § 18-702(b) (listing the economic rights of an assignee of an interest 1 We reject Appellees’ contention that we lack jurisdiction over this issue under the Rooker-Feldman doctrine, under which “federal district courts have ‘no…”
— 6 Del. C. § 18-702(b)(1) — 4 cases
Gurney-Goldman v. Goldman (Del. Ch. 2024).
“39 The recipient only holds the rights of an assignee, which consist of the economic rights associated with the interest, plus the power to sue 39 6 Del. C. § 18-702. 20 derivatively.40 The assignee does not receive any of the governance rights associated with the interest,41…”
— 6 Del. C. § 18-702(b)(2) — 4 cases
Wheel Recovery Sys., LLC v. Nichols (E.D. Tenn. 2023).
“See 6 Del. Code Ann. § 18-702(b)(2) (“An assignment of a limited liability company interest entitles the assignee to share in such profits and losses, to receive such distribution or distributions, and to receive such allocation of income, gain, loss, deduction, or credit or…”
— 6 Del. C. § 18-702(b)(3) — 2 cases
Werthamer (E.D. Tex. 2025).
“6 Del. C. § 18-702(b)(3). A member of a Delaware LLC has the right to obtain the “current list of the name and last known business, residence or mailing address of each member and manager” upon reasonable demand.”
— 6 Del. C. § 18-702(c) — 1 case
Annotations are extracted automatically from the opinions in the
Syfert caselaw corpus and ranked by authority, recency, and
treatment. Dots show Syfertize treatment of the citing case itself.