Except as provided for in a limited liability company agreement, members’ rights to participate in management and ownership of limited liability company interests can be assigned freely upon voluntary transfer. Their assignee will become members upon being accepted as such an assignment.
This section applies when domesticating a non-United States entity pursuant to Section 18-212 or converting any other entity.
What is a limited liability company?
Limited Liability Companys, or LLCs, are an increasingly popular form of business structure that provide their owners with legal and financial protections similar to corporations while remaining simple for operations. LLCs allow business owners to avoid personal liabilities associated with operating a corporation such as having assets stolen from them or being required to give creditor-backed guarantees; instead their assets are used solely towards paying business debts instead, protecting owners from any potential claims against the LLC’s losses or claims against it.
As part of their Articles of Organization, many LLCs also adopt an Operating Agreement which details rights, powers, duties and liabilities of members among themselves. It must be signed either prior to filing the Articles of Organization or within 90 days following such action being taken by filing an Articles of Organization.
What is a registered series?
Delaware recently saw the introduction of registered series LLCs through amendments to the original series LLC statute that went into effect August 1, 2019.
Registered Series are an effective way for companies to establish multiple internal series that function legally as separate entities within one entity. Each series can operate autonomously, maintain its own records, and even establish its own bank account.
As the registered series does not require filing with the state or paying annual franchise fees, its designation in the master series LLC’s operating agreement and compliance with certain naming requirements should also be indicated in its operating agreement. Furthermore, it’s essential that this document clearly establishes who belongs to each series within the company to avoid confusion should one need to provide a Certificate of Good Standing from them in future.
What is a member?
A member is defined as any individual who has signed the limited liability company agreement and who can receive distributions in kind from their limited liability company and vote on matters for which they are entitled under its rules or this chapter.
If a member dies or becomes incompetent, their personal representative has all of the powers of that member for purposes of settling their estate and administering any properties belonging to that individual. Furthermore, upon assignment of all limited liability company shares to an assignee they become members themselves with all associated rights, powers, limitations and liabilities that come with membership in an LLC.
However, an assignee who becomes a member is not liable for any obligations of their assignor under this chapter which were unknown to them at the time they joined as members.
What is a registered agent?
A registered agent serves as the entity’s representative when receiving legal documents and service of process on its behalf. Most states, such as New York, require businesses to designate a registered agent who will receive service of process on its behalf from legal entities. An individual cannot serve as registered agent in more than one state unless they reside there themselves.
Business owners have the option to select their own registered agent or use a professional service, like Northwest. Northwest provides free registered agents when LLC formation costs $29 plus state fees are paid. The primary purpose of a registered agent is providing an official mailing address where official mailings can be sent and someone to receive legal papers on behalf of a business.
What is a courthouse municipality fee?
The Secretary of State shall collect and deposit in a special account exclusively set aside for this purpose a courthouse municipality fee with each instrument filed, before disbursing them monthly to municipalities designated under Title 10 Section 301 for use in covering certain costs associated with hosting primary locations for Delaware courts.
If eligible, online payment of traffic and non-traffic citations and fees updates the Court immediately; an administrative convenience fee applies.
Due to COVID-19, additional security screening measures have been put in place. Click here for more information. If you qualify as low-income or receive public benefits, an Application for Waiver of Court Fees can be submitted and waived off of these fees.
