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DE HB126

Bill

Status

Passed

6/30/2013

Primary Sponsor

Rebecca Walker

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Origin

House of Representatives

147th General Assembly

AI Summary

  • Allows rights or securities of constituent parties in LLC mergers to remain outstanding following the merger, in addition to being exchanged, converted, or cancelled.

  • Permits rights or securities to remain outstanding during domestication, transfer, continuance, and conversion of LLCs to other jurisdictions or entity types.

  • Establishes charging orders as the sole and exclusive remedy for judgment creditors to satisfy judgments against LLC member interests, prohibiting attachment, garnishment, foreclosure, or other legal remedies regardless of whether the LLC has one or more members.

  • Clarifies that all provisions of Delaware's LLC statute apply to both single-member and multi-member LLCs.

  • Confirms that fiduciary duties apply to LLC managers and members even when not explicitly stated in the LLC agreement, though such duties may be expanded, restricted, or eliminated by agreement.

Legislative Description

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.

Last Action

Signed by Governor

6/30/2013

Committee Referrals

Judiciary6/4/2013
Judiciary5/9/2013

Full Bill Text

No bill text available