Default Provisions of the Delaware LLC Act

Steven D. Goldberg, Esq.
Wilmington, DE
sgoldberg@stevendgoldbe6g.com
http://www.stevendgoldberg.com
Contact me if you need assistance in forming/organizing a Delaware business entity or any matter of Delaware law.

The Delaware LLC Act contains numerous default provisions which are intended to provide significant terms to a company agreement unless the drafter, by the terms of the agreement, modifies the default terms. Last year the Delaware Court of Chancery wrote in a decision that these default provisions are incorporated into every company agreement unless by the terms of the agreement they have been modified. It is useful to know what default provisions are being incorporated into an agreement as you draft. I have created the attached file to aid drafters.

Delaware LLC Act Default Provisions

DISCLAIMER: While I believe that the listed provisions are inclusive, it is your responsibility as the drafter to carefully review the Delaware LLC Act yourself to reach your own conclusion as the the provisions of the Act which you believe provide default provisions and which you believe should be modified for your agreement.