Unless otherwise provided in a limited liability company agreement or an agreement of merger or consolidation or a plan of merger or a plan of division, no appraisal rights shall be available with respect to a limited liability company interest or another interest in a limited liability company, including in connection with any amendment of a limited liability company agreement, any merger or consolidation in which the limited liability company or a registered series of the limited liability company is a constituent party to the merger or consolidation, any division of the limited liability company, any conversion of the limited liability company to another business form, any conversion of a protected series of the limited liability company to a registered series of such limited liability company, any conversion of a registered series of the limited liability company to a protected series of such limited liability company, any transfer to or domestication or continuance in any jurisdiction by the limited liability company, or the sale of all or substantially all of the limited liability company’s assets. The Court of Chancery shall have jurisdiction to hear and determine any matter relating to any appraisal rights provided in a limited liability company agreement or an agreement of merger or consolidation or a plan of merger or a plan of division.

69 Del. Laws, c. 260, § ?14; 73 Del. Laws, c. 295, § ?6; 76 Del. Laws, c. 105, § ?19; 77 Del. Laws, c. 287, § ?17; 82 Del. Laws, c. 48, § 6; 82 Del. Laws, c. 259, § 5;

Need help with a review of an LLC operating agreement?
Have it reviewed by a lawyer, get answers to your questions and move forward with confidence.
Connect with a lawyer now

Terms Used In Delaware Code Title 6 Sec. 18-210

  • Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
  • Appraisal: A determination of property value.
  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • Continuance: Putting off of a hearing ot trial until a later time.
  • Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
  • 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
  • Limited liability company interest: means a member's share of the profits and losses of a limited liability company and a member's right to receive distributions of the limited liability company's assets. See Delaware Code Title 6 Sec. 18-101
  • Protected series: means a designated series of members, managers, limited liability company interests or assets that is established in accordance with § 18-215(b) of this title. See Delaware Code Title 6 Sec. 18-101
  • Registered series: means a designated series of members, managers, limited liability company interests or assets that is formed in accordance with § 18-218 of this title. See Delaware Code Title 6 Sec. 18-101
  • Series: means a designated series of members, managers, limited liability company interests or assets that is a protected series or a registered series, or that is neither a protected series nor a registered series. See Delaware Code Title 6 Sec. 18-101