Delaware Code Title 6 Sec. 18-1202 – Statutory public benefit limited liability company defined; contents …
(a) A “statutory public benefit limited liability company” is a for-profit limited liability company formed under and subject to the requirements of this chapter that is intended to produce a public benefit or public benefits and to operate in a responsible and sustainable manner. To that end, a statutory public benefit limited liability company shall be managed in a manner that balances the members’ pecuniary interests, the best interests of those materially affected by the limited liability company’s conduct, and the public benefit or public benefits set forth in its limited liability company agreement and in its certificate of formation. A statutory public benefit limited liability company shall state in its limited liability company agreement and in the heading of its certificate of formation that it is a statutory public benefit limited liability company and shall set forth in its limited liability company agreement and in its certificate of formation 1 or more specific public benefits to be promoted by the limited liability company. In the event of any inconsistency between the public benefit or benefits to be promoted by the limited liability company as set forth in its limited liability company agreement and in its certificate of formation, the limited liability company agreement shall control as among the members, the managers and other persons who are party to or otherwise bound by the liability company agreement. A manager of a statutory public benefit limited liability company or, if there is no manager, then any member of a statutory public benefit limited liability company who becomes aware that the specific public benefit or benefits to be promoted by the limited liability company as set forth in its limited liability company agreement are inaccurately set forth in its certificate of formation, shall promptly amend the certificate of formation. Any provision in the limited liability company agreement or certificate of formation of a statutory public benefit limited liability company that is inconsistent with this subchapter shall not be effective to the extent of such inconsistency.
Terms Used In Delaware Code Title 6 Sec. 18-1202
- Certificate of formation: means the certificate referred to in § 18-201 of this title, and the certificate as amended. See Delaware Code Title 6 Sec. 18-101
- Limited liability company agreement: means 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. See Delaware Code Title 6 Sec. 18-101
- Manager: means 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, and includes a manager of the limited liability company generally and a manager associated with a series of the limited liability company. See Delaware Code Title 6 Sec. 18-101
- Member: means a person who is admitted to a limited liability company as a member as provided in § 18-301 of this title, and includes a member of the limited liability company generally and a member associated with a series of the limited liability company. See Delaware Code Title 6 Sec. 18-101
- State: means the District of Columbia or the Commonwealth of Puerto Rico or any state, territory, possession or other jurisdiction of the United States other than the State of Delaware. See Delaware Code Title 6 Sec. 18-101
(b) “Public benefit” means a positive effect (or reduction of negative effects) on 1 or more categories of persons, entities, communities or interests (other than members in their capacities as members) including, but not limited to, effects of an artistic, charitable, cultural, economic, educational, environmental, literary, medical, religious, scientific or technological nature. “Public benefit provisions” means the provisions of a limited liability company agreement contemplated by this subchapter.