3. In the case of the admission of a person as a member of a surviving limited liability or limited liability company under a merger or consolidation authorized under section 18-209, point b), of this title, as provided for by the contract of the limited liability company of the limited liability or limited liability company or in the merger or merger agreement or proposed merger or proposed merger , and in the event of a contradiction, the terms of the merger or consolidation agreement or the proposed merger are controlled; and, in the case of a person admitted under a merger or consolidation as a member of a limited liability company of which that limited liability company is not the surviving company or limited liability in the event of a merger or consolidation, as stipulated in the contract of a limited liability company of that limited liability company; or (12) „manager“: a person appointed to manage a limited liability company in a limited liability company in a limited liability company or similar instrument under which the limited liability company is incorporated, as a director of a limited liability company, or appointed as a director of a limited liability company linked to a number of limited liability companies. Unless otherwise in context, references made in this chapter to a manager (including references to a director of a limited liability company in this chapter) are considered references to a director of the limited liability corporation in general and a manager associated with a series relating to these series. On the merits, many other states have statutes that offer comparable flexibility and a substantially equal obligation to enforce the agreements of LLC members. The Delaware Act is distinguished by the approval of an enterprise agreement to remove all trust obligations, but the LLC file of several other states also does. In addition, in Leo E. Strine Jr. and J. Travis Laster, „The Siren Song of Unlimited Contractual Freedom,“ Research Handbook on Partnerships, LLCs and Alternative Forms of Business Organizations (Robert W. Hillman and Mark J. Loewenstein, Note D.S.), two leading Delaware lawyers criticized this approach as being on false and erroneous premises. In any event, even in the context of a Delaware enterprise agreement, which successfully waives all trust obligations, the tacit good faith and fair trade contract remains, in order to limit opportunistic unreasonable behaviour.
See „In the world of alternative entities, what is good faith?“ and „Delineate the implicit covenant and ensure „good faith.“ After the successful presentation of your LLC in Delaware, it is recommended to establish a business agreement in order to outline the operation and financial structure of the company.