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DE SB183

Bill

Status

Passed

7/23/2018

Primary Sponsor

Bryan Townsend

Click for details

Origin

Senate

149th General Assembly

AI Summary

Delaware Limited Liability Company Act Amendments (SB 183)

  • Creates "registered series" as new LLC structures formed by filing a certificate of registered series; registered series are associations with the same liability protections and merger/consolidation rights as existing protected series.

  • Authorizes LLC divisions allowing a limited liability company to split into two or more new LLCs with assets, liabilities, and debts allocated among the resulting companies per a division plan.

  • Enables conversion of protected series to registered series and vice versa, and permits registered series to merge or consolidate with other registered series of the same LLC.

  • Establishes statutory public benefit limited liability companies intended to produce public benefits while balancing member pecuniary interests and impacts on affected stakeholders; requires 2/3 member approval for certain amendments and mergers.

  • Updates filing fees, electronic record-keeping authority (including blockchain/distributed ledger use), service of process procedures, and tax provisions to accommodate registered series and division certificates; most provisions effective August 1, 2019 (with some sections effective August 1, 2018).

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

7/23/2018

Committee Referrals

Judiciary6/6/2018
Banking, Business & Insurance4/26/2018

Full Bill Text

No bill text available