SB 72

Abstract

This bill continues the practice of amending periodically the Delaware Limited Liability Company Act (the "Act") to keep it current and to maintain its national preeminence. The following is a section-by-section review of the proposed amendments of the Act. Sections 1 through 5 and 12. These sections amend Sections 18-101(4), 18-101(11), 18-102(5), 18-104(g), 18-104(i)(4) and 18-1107(a) of the Act to clarify and confirm the distinction between domestic limited liability companies and foreign limited liability companies and to make certain other conforming changes. Section 6. This section adds subsection (e) to Section 18-201 of the Act to confirm and clarify that a certificate of formation substantially complies with Section 18-201(a)(2) if it contains the name of the registered agent and the address of the registered office even if the certificate of formation does not expressly designate such person as the registered agent or such address as the registered office or the address of the registered agent. Section 7. This section amends Section 18-209(a) of the Act relating to mergers and consolidations to confirm that "other business entity" includes any incorporated or unincorporated business or entity (other than a domestic limited liability company). Section 8. This section amends Section 18-212(a) of the Act relating to the domestication of non-United States entities to confirm that the term "non-United States entity" includes any incorporated or unincorporated non-United States business or entity. Section 9. This section amends Section 18-214(a) of the Act relating to conversions to a limited liability company to confirm that the term "other entity" includes any incorporated or unincorporated business or entity (other than a domestic limited liability company). Section 10. This section amends Section 18-216(a) of the Act relating to a conversion of a limited liability company to confirm that a domestic limited liability company may convert to any incorporated or unincorporated business or entity (other than a domestic limited liability company). Section 11. This section amends Section 18-407 of the Act to confirm and clarify the broad power and authority of a member or manager to delegate any or all of the member’s or manager’s rights, powers and duties to manage and control the business and affairs of a limited liability company, including any core governance functions. Section 13. This section provides that the proposed amendments of the Act shall become effective August 1, 2017.