Delaware LLC Act: Full Reference

Q: Where is the Delaware LLC Act codified?

6 Del. C. § 18-101 through § 18-1208. The Act sits in Title 6, Chapter 18 of the Delaware Code. § 18-201 governs the Certificate of Formation; § 18-1101 sets the freedom-of-contract policy.

Q: Why do VCs prefer Delaware LLCs and corporations?

Two reasons: the Court of Chancery (specialised business-law court) and the depth of Delaware case law. Investors can predict how disputes will be decided. § 18-111 gives Chancery exclusive jurisdiction over LLC Act disputes.

Q: Can the Delaware operating agreement eliminate fiduciary duties?

Yes — § 18-1101(c) allows the operating agreement to expand, restrict, or eliminate fiduciary duties, with one floor: the implied contractual covenant of good faith and fair dealing cannot be waived. This is rare and powerful.

Q: What is Delaware's annual cost?

$300 flat franchise tax due June 1 (6 Del. C. § 18-1107). No annual report content. $100/year registered agent (bundled into Anonymousllc.co formation year 1). Total year-2 maintenance ~$400.

Q: Does Delaware require members on public records?

No. Under § 18-201, only the LLC name and registered agent's Delaware office appear on the Certificate of Formation. Members and managers are not part of the public record.

Delaware LLC Act: Full Reference — Anonymousllc.co's 2026 reference. Covers the rule, the controlling statute or regulation, common questions, and how Anonymousllc.co handles it in practice. Primary-source citations linked throughout.

By Shafwan Ahmed, Operations & Fulfillment Lead · Last updated 2026-05-21

Primary source — Delaware Limited Liability Company Act

6 Del. C. § 18-101 et seq.

Codified at Title 6, Chapter 18 of the Delaware Code. § 18-201 governs formation; the Court of Chancery has exclusive jurisdiction under § 18-111.

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Delaware LLC Act: structure and scope

The Delaware Limited Liability Company Act is codified at 6 Del. C. § 18-101 through § 18-1208. It is the most heavily litigated LLC statute in the US, with a deep Court of Chancery case-law overlay. The Act is famous for its strong enforcement of the operating agreement and its broad freedom-of-contract policy.

§ 18-201 — Formation

A Delaware LLC is formed by filing a Certificate of Formation with the Delaware Division of Corporations. Required fields: LLC name and registered agent's Delaware office address. Members and managers are NOT required on the Certificate. Filing fee is $110.

Sources

6 Del. C. § 18-201 — Certificate of Formation requirements

§ 18-111 — Court of Chancery jurisdiction

The Delaware Court of Chancery has exclusive jurisdiction over disputes interpreting the LLC Act and operating agreements. This is the foundational reason VC-backed startups choose Delaware: predictable, sophisticated business-law adjudication.

§ 18-1101 — Freedom of contract

Delaware codifies sweeping freedom of contract: 'It is the policy of this chapter to give the maximum effect to the principle of freedom of contract and to the enforceability of limited liability company agreements.' The operating agreement can override almost every default. Fiduciary duties may be modified or even eliminated, subject only to the implied covenant of good faith.

Sources

6 Del. C. § 18-1101 — Freedom-of-contract policy

§ 18-1107 — Annual franchise tax

Delaware LLCs pay a flat $300 annual franchise tax due June 1 each year. There is no annual report content requirement — just the tax. Late payment triggers a $200 penalty plus interest. Anonymousllc.co reminds clients ahead of June 1 each year.

§ 18-215 — Series LLC

Delaware was the first state to authorise the Series LLC (since 1996). A series is a designated 'cell' inside an LLC with separate assets, separate liabilities, and (if statutory requirements are met) liability shielding between series. Useful for real-estate portfolios with multiple properties.