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DE SB113

Bill

Status

Passed

7/17/2023

Primary Sponsor

Kyle Gay

Click for details

Origin

Senate

152nd General Assembly

AI Summary

  • Clarifies that all certificates required by the Delaware Limited Liability Company Act must be executed according to § 18-204(a), including certificates of formation, amendment, cancellation, and merger.

  • Permits revocation of termination of protected series and dissolution of registered series prior to completion of winding up, mirroring existing revocation provisions for limited liability company dissolution.

  • Allows filing of certificates of amendment of certificate of division to update division contact information or plan of division location within 6 years of the division effective date, with a $180 filing fee.

  • Clarifies that a dividing company need not survive a division and establishes that divisions create distinct and independent division companies under Delaware law.

  • Establishes that subscriptions for limited liability company interests may be irrevocable if the subscription states it is irrevocable to the extent provided by the subscription terms.

Legislative Description

An Act To Amend 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

7/17/2023

Committee Referrals

Administration5/18/2023
Judiciary5/17/2023
Judiciary5/4/2023

Full Bill Text

No bill text available