A member may resign from a limited liability company only at the time or upon the happening of events specified in a limited liability company agreement and in accordance with the limited liability company agreement. Notwithstanding anything to the contrary under applicable law, unless a limited liability company agreement provides otherwise, a member may not resign from a limited liability company prior to the dissolution and winding up of the limited liability company. Notwithstanding anything to the contrary under applicable law, a limited liability company agreement may provide that a limited liability company interest may not be assigned prior to the dissolution and winding up of the limited liability company.

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Terms Used In Delaware Code Title 6 Sec. 18-603

  • 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
  • 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
  • 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

Unless otherwise provided in a limited liability company agreement, a limited liability company whose original certificate of formation was filed with the Secretary of State and effective on or prior to July 31, 1996, shall continue to be governed by this section as in effect on July 31, 1996.

68 Del. Laws, c. 434, § ?1; 69 Del. Laws, c. 260, § ?27; 70 Del. Laws, c. 360, § ?13; 80 Del. Laws, c. 45, § ?8;