Delaware General Assembly

Signed 6/22/16

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

5/5/16

M. Smith

Rep. Lynn
Sen. Henry, Townsend

Reps. Brady, J. Johnson, Keeley, Mitchell, B. Short, Smyk, Spiegelman
Sen. Cloutier, Lavelle

AN ACT TO AMEND CHAPTER 18, 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 § 18-105 of the Act to provide a method for effecting service of legal process upon a series of a limited liability company established pursuant to § 18-215(b) of the Act. Section 2. This section amends § 18-215(b) of the Act to confirm and clarify two propositions. First, neither the first sentence of § 18-215(b), nor any language in a limited liability company agreement or certificate of formation that is included pursuant to that first sentence, shall be construed as restricting a series, or a limited liability company on behalf of a series, from agreeing to be liable for any or all of the debts, liabilities, obligations or expenses incurred, contracted for or otherwise existing with respect to the limited liability company generally or any other series thereof, or restricting a limited liability company from agreeing to be liable for any or all of the debts, liabilities, obligations or expenses incurred, contracted for or otherwise existing with respect to a series. Second, any reference in the Act to assets of a series includes assets associated with a series and any reference to assets associated with a series includes assets of a series. Section 3. This section amends § 18-215(k) of the Act to make two changes. First, it deletes the word "affirmative" as unnecessary in connection with a "vote." Second, it eliminates the requirement for a written consent and thereby permits the members associated with a series to consent to the specified action by means other than a writing. Section 4. This section amends § 18-302(d) of the Act to confirm that the provisions of that subsection are intended to be enabling and are not intended to restrict the way in which members may vote on, consent to or approve any matter. Section 5. This section amends § 18-304 of the Act to eliminate the requirement for a written consent and thereby permit the members of a limited liability company to consent to the specified actions by means other than a writing. Section 6. This section amends § 18-404(d) of the Act to confirm that the provisions of that subsection are intended to be enabling and are not intended to restrict the way in which managers may vote on, consent to or approve any matter. Section 7. This section amends § 18-702(a) of the Act to make two changes. First, it deletes the word "affirmative" as unnecessary in connection with a "vote." Second, it eliminates the requirement for a written consent and thereby permits the members of a limited liability company to consent to the specified action by means other than a writing. Section 8. This section amends § 18-704(a) of the Act to make four changes. First, it substitutes "becomes" for "may become" to clarify the effect of paragraphs (a)(1), (a)(2) and (a)(3). Second, it deletes the word "affirmative" as unnecessary in connection with a "vote." Third, it eliminates the requirement for a written consent and thereby permits the members of a limited liability company to consent to the specified action by means other than a writing. Fourth, it adds a new subsection (3) thereto to provide that upon a voluntary assignment, which is otherwise permitted, by the sole member of a limited liability company of all of the limited liability company interests in the limited liability company to a single assignee, the assignee is admitted as a member of the limited liability company unless otherwise provided in connection with such assignment or otherwise provided in the limited liability company agreement by a specific reference to the subsection. Section 9. This section amends § 18-801 of the Act to make four changes. First, it deletes the word "affirmative" as unnecessary in connection with a "vote." Second, it eliminates the requirement for a written consent and thereby permits the members of a limited liability company to consent to the specified action by means other than a writing. Third, it eliminates the requirement for an agreement in writing and thereby permits the personal representative of the last remaining member of a limited liability company to agree to the specified actions by means other than a writing. Fourth, it eliminates any implication regarding which events terminate the continued membership of a member of a limited liability company. Section 10. This section amends § 18-806 of the Act to make three changes. First, it deletes the word "affirmative" as unnecessary in connection with a "vote." Second, it eliminates the requirement for a written consent and thereby permits the members of a limited liability company or the personal representative of the last remaining member of a limited liability company or the assignee of all of the limited liability company interests in a limited liability company or other persons to consent to the specified actions by means other than a writing. Third, it eliminates the requirement for an agreement in writing and thereby permits the personal representative of the last remaining member of a limited liability company or the assignee of all of the limited liability company interests in a limited liability company to agree to the specified action by means other than a writing. Section 11. This section provides that the proposed amendments of the Act shall become effective August 1, 2016.

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Takes effect upon being signed into law

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