6 Del. Code Ann. § 18-101

Section 18-101(13)’s definition of “personal representative” includes a bankruptcy trustee acting for the debtor.

In Re Modanlo · filed 2006-05-19(13)

Since a bankruptcy trustee may bring all causes of action the debtor could have brought on his own outside of bankruptcy, the terms “personal representative” and “legal representative” cannot reasonably be construed so narrowly as to exclude a trustee in bankruptcy.

Section 18-101 permits an LLC or corporation to serve as the manager of a Delaware LLC.

Official Committee of Unsecured Creditors v. Bay Harbour Master Ltd. (In Re BH S & B Holdings LLC) · filed 2009-11-24

However, the DLLCA permits non-natural persons (including another limited liability company or a corporation) to serve as Managers of an LLC.

Section 18-101(10) requires an LLC manager to be named in the LLC agreement or a similar formation instrument; assuming management responsibilities alone does not suffice.

North American Steel Connection, Inc. v. Watson Metal Products Corp. · filed 2013-03-18(10)

The manager of an LLC is not simply a person who assumes management responsibilities. Rather, under Delaware law, the “manager” must have been “named as a manager … in a limited liability company agreement or similar instrument under which the limited liability company is formed.” Del. Code Ann. tit. 6, § 18-101(10).

Section 18-101(10) defines an LLC manager as a person named or designated as a manager under the LLC agreement or a similar formation instrument.

Northbound Group, Inc. v. Norvax, Inc. · filed 2013-12-03(10)

Delaware law defines “manager” under the LLC Act to mean: “a person who is named as a manager of a limited liability company in, or designated as a manager of a limited liability company pursuant to, a limited liability company agreement or similar instrument under which the limited liability company is formed,” 6 Del. C. § 18-101(10). It is undisputed that Norvax is the sole “member” of Leadbot, and Norvax and Leadbot have offered nothing that suggests that Mr. Wagner and Mr. McAleer were “managers” of Leadbot.

Section 18-101(10) includes a person named as a manager in an LLC agreement; when the agreement names the board as manager, a named director qualifies.

CelestialRX Investments, LLC v. Krivulka · filed 2019-03-27(10)

As a result, from January 11, 2008 to July 1, 2013, Mazur was a “manager,” as defined by 6 Del. C. § 18-101(10), and thereby impliedly consented to Delaware jurisdiction under § 18-109(a)(i) for actions “involving or relating to the business” of Akrimax.

Before the 2019 amendment, § 18-101(10) defined a manager as a person named or designated in an LLC agreement or similar formation instrument.

Eagle Force Holdings, LLC v. Stanley v. Campbell · filed 2019-08-29(10)

The amended definition, however, does not apply retroactively. This opinion, therefore, refers to subsection 10 and applies § 18-101(10) as it existed prior to the 2019 amendment. ... Section 18-101(10) provides the definition for “Manager”: “a person who is named as a manager of a limited liability company in, or designated as a manager of a limited liability company pursuant to, a limited liability company agreement or similar instrument under which the limited liability company is formed.”

Section 18-101(12) defines an LLC manager by designation in the LLC agreement or a similar instrument, rather than by the person’s later role in the company.

ML Fashion, LLC v. Nobelle GW, LLC · filed 2022-02-02(12)

Thus, by the statute’s own terms, managers are defined by contractual designation rather than their eventual role in the LLC.

Section 18-101(9) defines an LLC agreement to include a member’s written, oral, or implied agreement about the company’s affairs and business.

Carcharadon,LLC v. Askey · filed 2023-05-09(9)

Delaware law treats “any agreement (whether referred to as a limited liability company agreement, operating agreement or otherwise), written, oral or implied, of the member or members as to the affairs of a limited liability company and the conduct of its business” as an LLC agreement.

Section 18-101(10) defines an LLC manager by designation in its governing documents, but a person with sufficient management control may also be a de facto manager and fiduciary.

Triple H Family Limited Partnership v. Neal · filed 2018-07-31(10)

But, Delaware case law has recognized that a person who is not named or designated a manager in the LLC’s governing documents may nonetheless be deemed a de facto manager and fiduciary of the LLC. ... When I consider all the evidence of Hoops’s involvement in the management and decision-making process of Omni, I find that he acted as a de facto manager and fiduciary of Omni.

Section 18-101(12) permits a certificate of formation to designate an LLC manager because it is a “similar instrument” under the definition of manager.

Robinson v. Darbeau · filed 2021-03-01(12)

The language “similar instrument” includes a certificate of formation.

Section 18-101(10) does not give a person management control merely because that person acquires an LLC ownership interest.

Dan D Peterson Living Trust Dated April 2, 2009 v. Fyve LLC · filed 2023-11-03(10)

And, as Defendant argues in its Cross-Motion, the Arizona and Delaware statutes also do not provide Plaintiff with management control of the Company upon acquiring the ownership interest. (Doc. 9 at 4–7, 11–12 (citing 6 Del. C. §§ 18-101(10), 18-702; A.R.S. §§ 29-3102(29), 29-3502(A) & (B)).)

Section 18-101(12) defines a manager by designation under an LLC agreement; running an LLC’s business does not alone make someone a statutory manager.

Gurney-Goldman v. Goldman · filed 2024-07-12(12)

Under the LLC Act, “manager” is a term of art. ... The evidence does not support any agreement that Jane, Allan, and Louisa were managers in the sense that the LLC Act uses the term.

Section 18-101(11) defines an LLC member as a person admitted to the company under Section 18-301.

Lilly Lea Perry v. Dieter Walter Neupert · filed 2019-02-15(11)

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 ... member as provided in § 18-301 of this title.”

Section 18-101(13) defines an LLC member as a person admitted as a member under Delaware LLC law.

Starr Indemnity & Liability Company v. Point Ruston LLC · filed 2021-08-05(13)

Both states define a “member” of an LLC as a person who has been “admitted to [an LLC] as a member as provided” in the respective state laws governing admittance of members. RCW 25.15.006(10) (2020); Del. Code Ann. tit. 6, § 18-101(13) (2020).

Section 18-101(13) defines an LLC member as a person admitted as a member under Section 18-301.

Riverside Risk Advisors LLC v. Grace I Ching Chao · filed 2022-10-26(13)

Under the LLC Act, a “member” is “a person who is admitted to a limited liability company as a member as provided in § 18-301.” ... Thus, Chao was not admitted as a Member under the terms of the LegalZoom Agreement.

Section 18-101(13) defines an LLC member as a person admitted to the company as a member under Section 18-301.

Rostowsky v. Laura M. Hirsch and Lisa M. True, and Aither Health, LLC · filed 2024-10-15(13)

Under the LLC Act, a “member” is “a person who is admitted to a limited liability company as a member as provided in § 18-301.”

Section 18-101(7) permits a Delaware LLC agreement to be implied from the members’ conduct.

Levey v. Brownstone Asset Management, LP · filed 2014-08-01(7)

An agreement governing a limited liability company or a limited partnership may be written, oral or implied. 6 Del. C. § 18-101(7); id. § 17-101(12).

Section 18-101(7) permits an LLC agreement to be written, oral, or implied.

Iacono v. Estate of Joseph M. Capano · filed 2020-06-29(7)

Under the Delaware Limited Liability Company Act (the “LLC Act”), a formal written LLC agreement is not required. See 6 Del. C. § 18-101(7). As a matter of law, an LLC agreement can be “written, oral or implied.” Id.

Section 18-101(9) defines an LLC agreement to include written, oral, or implied agreements among members about the LLC’s affairs and business.

Carcharadon, LLC v. Ascend Robotics, LLC · filed 2023-05-09(9)

Delaware law treats “any agreement (whether referred to as a limited liability company agreement, operating agreement or otherwise), written, oral or implied, of the member or members as to the affairs of a limited liability company and the conduct of its business” as an LLC agreement. Del. Code Ann. tit. 6, § 18-101(9).

A limited liability company agreement may combine written agreements, oral agreements, and implied understandings.

Barroso v. Vasallo TV Group LLC · filed 2025-10-10(9)

A limited liability company can be governed by a “combination of written agreements, oral agreements, and implied understandings.”103 The record shows that the Company’s governance has evolved through a collection of contracts, with the 2008 LLC Agreement serving as the undisputed foundation.

Section 18-101 defines a Delaware limited liability company by where it was formed and treats references to its limited liability company agreement as references to its operating agreement.

In re Coinmint, LLC · filed 2021-08-12(8), (9)

Its references to “limited liability company” and “domestic limited liability company” mean “a limited liability company formed under the laws ... of the State of Delaware,”249 so references to a “limited liability company agreement” refer to the operating agreement of a Delaware entity.

Section 18-101(9) recognizes written, oral, and implied limited liability company agreements.

5high LLC v. Feiler · filed 2022-08-05(9)

An agreement governing a limited liability company “as to the affairs of [the] limited liability company and the conduct of its business” may be “written, oral, or implied.”

Section 18-101(9) includes written, oral, and implied agreements in its definition of a limited liability company agreement, so agreed membership and management terms can govern without a signed operating agreement.

Klein v. Sussman · filed 2024-01-30(9)

Delaware’s LLC Act defines a limited liability company agreement as “any agreement (whether referred to as a limited liability company agreement, operating agreement or otherwise), written, oral or implied, of the member or members as to the affairs of a limited liability company and the conduct of its business.” 6 Del. C. § 18-101(9). ... Even if the parties did not execute the March 25 Operating Agreement, they agreed to those standard terms as governing their member and management rights in DJR.

Section 18-101(9) defines an LLC agreement by whether it governs the company’s affairs and business, regardless of its title.

O.R.C. Partners, LLC v. SBTN Holdings, LLC · filed 2026-03-17(9)

These provisions govern “the affairs of [SBTN Holdings] and the conduct of its business.” 6 Del. C. § 18-101(9).

Section 18-101 permits an LLC agreement to incorporate other writings by reference.

Paul v. Rockpoint Group, LLC · filed 2024-01-09

Under Delaware law, an LLC Agreement “[m]ay consist of 1 or more agreements, instruments or other writings and may include or incorporate 1 or more schedules, supplements or other writings containing provisions as to the conduct of the business and affairs of the limited liability company or any series thereof.” 6 Del. C. § 18-101. The Third LLC Agreement exercised that authority by referring to the Ninth Amendment and incorporating its terms.

Section 18-101(7) binds a member or manager to an LLC agreement even if they did not sign it.

CMS Investment Holdings, LLC v. Castle · filed 2015-06-23(7)

Therefore, he is bound by the Agreement regardless of the fact that he personally did not execute it.

Section 18-101(7) binds LLC members and managers to the LLC agreement even if they do not sign it.

Composecure, L.L.C. v. CardUX, LLC f/k/a Affluent Card, LLC · filed 2018-02-01(7)

Because he was a member, Kleinschmidt is deemed to be a party to the LLC Agreement.

Section 18-101(7) binds LLC members and managers to the LLC agreement whether or not they sign it.

Composecure, L.L.C. v. CardUX, LLC f/k/a Affluent Card, LLC · filed 2018-02-12(7)

Because he was a member, Kleinschmidt is deemed to be a party to the LLC Agreement.

A member is bound by an LLC agreement even if the member did not sign it.

Pure Marketing, L.L.C. v. Got Matcha Premium Tea Co, LLC · filed 2020-01-15(9)

Indeed, under both Kentucky law—which controls the Purchase Agreement—and Delaware law—which controls the Operating Agreement—any member of the LLC, original or subsequently admitted, is bound by the terms of an operating agreement regardless of whether the party signed said agreement. KRS § 275.275(3) (“Upon becoming a member in a limited liability company, the member is bound by and a party to the operating agreement.”); Del. Code Ann. tit. 6, § 18-101(9) (“A member . . . of a limited liability company . . . is bound by the limited liability company agreement whether or not the member . . . executes the limited liability company agreement.”). This being the case, when the substantive objective of the Purchase Agreement was achieved and Pure took a 30% membership interest in Matcha, that interest was subject to the rights, privileges, and obligations applicable to all members of Matcha as exclusively outlined in the Operating Agreement.

Section 18-101(9) binds an LLC to its operating agreement even if the LLC did not sign it.

Lone Pine Resources, LP v. Dickey · filed 2021-06-07(9)

By operation of Delaware law, it also binds Holdings.

Section 18-101(9) binds an LLC and its members to the LLC agreement even if they did not sign it.

Andes Capital Financing LLC v. Crossed Keys LLC · filed 2022-05-25(9)

Because Section 18-101(9) states that the LLC and the members are bound by the operating agreement, the Court overrules defendants’ motion as to Torch and Weaver and the motion is moot as to Cha.

Section 18-101(9) binds an LLC member or manager to the LLC agreement even without a signature, including its waiver of fiduciary duties.

Centerview Partners Holdings LP v. Handler · filed 2025-06-20(9)

As for Count One, assuming (without deciding) that Handler has standing to bring a claim for breach of fiduciary duty against CPAH as CP LLC’s manager, the broad waiver of fiduciary duties in CPAH’s limited liability company agreement also forecloses the claim. See OB, Ex. F § 2.2 (“No Fiduciary Duties.”). “A member or manager of a limited liability company . . . is bound by the limited liability company agreement whether or not the member or manager or assignee executes the limited liability company agreement.” 6 Del. C. § 18-101(9).

Section 18-101(9) binds an LLC and its members to the LLC agreement whether or not they sign it.

In re: Dynamk Fund Advisors LLC · filed 2026-05-20(9)

A member . . . of a limited liability company. . . is bound by the limited liability company agreement whether or not the member . . . executes the limited liability company agreement.