Loading chat...

DE SB275

Bill

Status

Passed

7/27/2022

Primary Sponsor

Kyle Gay

Click for details

Origin

Senate

151st General Assembly

AI Summary

  • Clarifies that protected series and registered series of an LLC are bound by the LLC agreement regardless of whether they executed it, and permits LLC agreements to incorporate multiple documents governing the business affairs of the LLC or its series.

  • Amends service of process provisions to require court officials to address copies and statements to a manager or liquidating trustee at the LLC's principal place of business (if known) and the manager's or trustee's last known address.

  • Confirms that signatures on certificates of limited liability company interest may be manual, facsimile, or electronic signatures.

  • Clarifies that when a certificate is executed, the signatory affirms the facts stated will be true when the certificate becomes effective, not at the time of execution.

  • Modifies provisions for domestication and conversion of entities to LLCs to require that approvals occur before the relevant certificate becomes effective rather than at the time of filing.

  • Amends revival provisions to clarify that protected and registered series that were not otherwise terminated, wound up, or cancelled at the time of revival are revived along with the parent LLC.

  • Effective August 1, 2022.

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

7/27/2022

Committee Referrals

Judiciary5/13/2022
Judiciary4/28/2022

Full Bill Text

No bill text available