Delaware LLC

  (c) for purposes of imposing liability on any member or manager of a limited liability company for the debts, obligations or other liabilities of the company, a court shall consider only the following factors no one (1) of which, except fraud, is sufficient to impose liability:     (i)    Fraud;     (ii)   Inadequate capitalization;     […]

Accordingly, the Certificate of Formation and Operating Agreement for this type of LLC will generally have a long list of restrictions on the company that are copied from loan documents. Significantly, CMBS lenders do not rely on having these provisions in the loan documents but require them in the company’s organizational documents, perhaps to emphasize […]

Dear Customer, Speaking strictly to Delaware law, we can assure you that the registered agent should not (and will not) sign your LLC Agreement. Sometimes banks want to establish a “bridge” between the formation document and the initial members or managers. Because Delaware does not require you to list the names of members or managers […]

Delaware has a separate court for the resolution of business disputes, the Court of Chancery, and appoints judges who are selected for qualifications. Even when judges change upon resignation or expiration of their 12 year term, it is not based on favoritism or a history of their decisions. Judges in Delaware make reasoned, non-political decisions. […]