Delaware General Assembly

Signed 7/10/07

The General Assembly has ended, the current status is the final status.

5/3/07

Adams

Sen. DeLuca, McDowell, Amick, F Simpson
Reps. Valihura, M. Smith, Stone, Hudson, Lavelle, Wagner, J. Johnson, Mitchell

AN ACT TO AMEND TITLE 6 OF THE DELAWARE CODE RELATING TO THE CREATION, REGULATION, OPERATION AND DISSOLUTION OF DOMESTIC LIMITED LIABILITY COMPANIES AND THE REGISTRATION AND REGULATION OF FOREIGN LIMITED LIABILITY COMPANIES.

This bill continues the practice of amending periodically the Delaware Limited Liability Company Act (the “Act”) to keep it current and to maintain its national preeminence. The following is a section-by-section review of the proposed amendments of the Act. Section 1. This section amends § 18-101(7) of the Act to conform the definition of limited liability company agreement to the definition of partnership agreement under the Delaware Revised Uniform Partnership Act to include implied agreements. Section 2. This section amends § 18-101(11) of the Act to clarify the intended meaning of such subsection. Section 3. This section amends § 18-104(a)(2) of the Act to confirm that the business office of a limited liability company’s registered agent shall be identical to the registered office of the limited liability company in the State of Delaware. Section 4. This section amends § 18-104(d) of the Act to make a technical change. Section 5. This section amends § 18-104(e)(3) of the Act to confirm that such subsection also applies to a foreign limited liability company. Section 6. This section amends § 18-104(e)(4) of the Act to confirm that such subsection also applies to a foreign limited liability company. Section 7. This section amends § 18-104(g) of the Act to confirm that such subsection also applies to a foreign limited liability company. Section 8. This section amends § 18-104(i)(4)b. of the Act to make technical changes. Section 9. This section amends § 18-201(d) of the Act to confirm that a limited liability company agreement is required by the Act and to make changes conforming to the amendments to § 18-101(7). Section 10. This section amends § 18-203 of the Act to make technical changes, and to confirm that a certificate of good standing shall not be issued for a limited liability company if its certificate of formation is cancelled. Sections 11, 12, 13, 14, and 35. Sections 11, 12, 13, 14, and 35 amend §§ 18-206 and 18-1105 of the Act to make technical changes. Section 15. This section amends § 18-209(a) of the Act to confirm the flexibility that exists under § 18-209. Section 16. This section amends § 18-209(c)(8) of the Act to provide that a certificate of merger need not contain a consent to jurisdiction where the surviving or resulting entity is a Delaware general partnership, and to simplify the wording of such subsection. Section 17. This section amends § 18-209(g) of the Act to confirm that a merger or consolidation of a domestic limited liability company does not constitute a dissolution of such limited liability company unless otherwise agreed. Sections 18, 21 and 30. Sections 18, 21 and 30 amend §§ 18-209, 18-213 and 18-216 of the Act by adding new subsections that confirm the ability to provide in the limited liability company agreement that a limited liability company does not have power to merge or consolidate under § 18-209 of the Act, transfer, domesticate or continue under § 18-213 of the Act, or convert under § 18-216 of the Act. These amendments are not intended to imply that the limited liability company agreement may not deny other powers to the limited liability company. Section 19. This section amends § 18-210 of the Act to make technical changes and to confirm the flexibility that exists under § 18-210. Section 20. This section amends § 18-213(g) of the Act to make a technical change. Sections 22 and 23. These sections amend § 18-215 of the Act to provide that a limited liability company agreement may establish a series of assets. Section 24. This section amends § 18-215(b) of the Act to clarify the requirements regarding the manner in which assets must be accounted for pursuant to such subsection and to confirm the flexibility that exists thereunder. Section 25. This section redesignates existing subsections and adds a new subsection (c) to § 18-215 of the Act to confirm the broad purposes and powers permitted of a series established under subsection 18-215(b) of the Act. Section 26. This section amends newly designated § 18-215(h) to make conforming changes. Section 27. This section amends newly designated § 18-215(k)(4) to make a conforming change. Section 28. This section amends newly designated § 18-215(n) of the Act to make conforming changes and to make technical changes. Section 29. This section amends § 18-216(h) of the Act to make a technical change. Section 31. This section amends § 18-702(c) of the Act to provide that a limited liability company shall not have the power to issue a certificate of limited liability company interest in bearer form. Section 32. This section amends § 18-904(b)(2) of the Act to conform such subsection to § 18-104 regarding the types of entities that may serve as registered agents and confirm that the business office of a foreign limited liability company’s registered agent shall be identical to the registered office of the foreign limited liability company in the State of Delaware. Section 33. This section amends § 18-904(e) of the Act to make a technical change. Section 34. This section amends § 18-906 of the Act to make a technical change. Section 36. This section amends § 18-1108(a) of the Act to make a technical change. Section 37. This section provides that the proposed amendments of the Act shall become effective August 1, 2007.

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Takes effect upon being signed into law

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