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DE HB372
Bill
Status
6/22/2016
Primary Sponsor
Melanie Smith
Click for details
AI Summary
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Establishes service of legal process procedures for limited liability company (LLC) series established under Delaware law, requiring that process include the LLC name and series name when served on registered agents or the Secretary of State.
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Clarifies that series liability protections do not prevent a series or LLC from voluntarily agreeing to be liable for debts and obligations of the LLC generally or other series; defines asset references to include both "assets of a series" and "assets associated with a series" interchangeably.
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Eliminates requirements for "written" consent and "affirmative" votes in multiple sections (§18-215(k), §18-702, §18-704, §18-801, §18-806), permitting members and managers to consent or approve actions through electronic transmission or other lawful means instead of only written methods.
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Provides that upon a voluntary assignment of all LLC interests by a sole member to a single assignee, the assignee automatically becomes a member unless otherwise provided in the operating agreement or assignment documents.
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Removes requirement for written agreements and permits personal representatives of the last remaining LLC member to agree to continuation and admission of successors through electronic transmission or other lawful means; effective August 1, 2016.
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
6/22/2016