Delaware Senate Bill 76 (Prior Session Legislation)

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Completed Legislative Action
Spectrum: Bipartisan Bill
Status: Passed on July 7 2011 - 100% progression
Action: 2011-07-07 - Signed by Governor
Text: Latest bill text (Draft #1) [HTML]

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. Section 1. This sections amends 18-102(3) of the Act to provide that a limited liability company may not register under a name that is not such as to distinguish it upon the records in the office of the Secretary of State from the name on such records of another domestic limited liability company, provided that a limited liability company registered as of July 31, 2011 under such a name need not amend its certificate of formation to comply with this subsection. Section 2. This section adds a new subsection (k) to 18-104 of the Act providing that, in any certificate or other document filed with the Secretary of State, the address of the registered agent or registered office of the limited liability company must include the street, number, city and postal code. Section 3. This section designates all but the final sentence of 18-203 of the Act as a new subsection (a), designates the final sentence of 18-203 of the Act as a new subsection (c), and adds a new subsection (b) confirming that a certificate of correction may be filed to correct a certificate of cancellation that has been filed prior to the dissolution or the completion of winding up of a limited liability company. Section 4. This section amends 18-206(b) of the Act to confirm that a certificate may be made effective at a date or time later than its filing as specified in the certificate and to provide, for filings made on or after January 1, 2012, that such later date or time shall not be later than a time on the 180th day after the filing date. Section 5. This section amends 18-206 of the Act by adding a new subsection (g) to provide that there is no need for an amendment to a certificate of formation or any other document on file with the Secretary of State before August 1, 2011, to comply with new 18-104(k) of the Act, but that any certificate or other document filed on or after August 1, 2011 and changing the address of a registered agent or registered office must comply with 18-104(k) of the Act. Section 6. This section amends 18-212 of the Act to clarify that the certificate of limited liability company domestication and the certificate of formation of a non-United States entity domesticating to Delaware as a Delaware limited liability company must be filed simultaneously in the office of the Secretary of State and, to the extent such certificates are to have a post-filing effective date or time, such certificates must provide for the same effective date or time. Section 7. This section amends 18-214 of the Act to clarify that the certificate of conversion to limited liability company and the certificate of formation of an other entity converting to a Delaware limited liability company must be filed simultaneously in the office of the Secretary of State and, to the extent such certificates are to have a post-filing effective date or time, such certificates must provide for the same effective date or time. Section 8. This section amends 18-302(d) of the Act to clarify the manner in which members of a limited liability company may take action without a meeting. Section 9. This section amends 18-302(e) of the Act to adopt a rule different from the approach articulated in In re LJM2 Co-Investment, L.P. Limited Partners Litigation, 866 A.2d 762 (Del. Ch. 2004) with respect to the application of the type of amendment provision contained in the partnership agreement at issue in that case. This amendment provides that such amendment provisions only apply to provisions expressly included in the limited liability company agreement and do not apply to default voting provisions of the statute unless otherwise provided in the limited liability company agreement. This amendment is not intended to affect the interpretation of such amendment provisions as applied to provisions expressly included in the limited liability company agreement. Section 10. This section adds a new subsection (f) to 18-302 of the Act to provide a default rule for the manner of amending a limited liability company agreement where the limited liability company agreement does not provide for the manner in which it may be amended. This subsection shall only apply to a limited liability company whose original certificate of formation was filed with the Secretary of State on or after January 1, 2012. Section 11. This section amends 18-404(d) of the Act to clarify the manner in which managers of a limited liability company may take action without a meeting. Sections 12 and 14. These sections amend 18-1105(a)(2) and (a)(7) of the Act to clarify that a registered agent filing a single certificate of resignation to resign from more than one limited liability company or foreign limited liability company must pay a $2.00 fee to the Secretary of State for each limited liability company or foreign limited liability company from which the registered agent is resigning. Sections 13 and 15. These sections amend 18-1105(a)(3) and (a)(11) of the Act to clarify the type of instrument to be filed by a limited liability company that changes only the registered office or registered agent of the limited liability company for a fee of $50. Section 16. This section provides that the proposed amendments of the Act shall become effective August 1, 2011.

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.

Sen. Patricia Blevins [D]

Rep. George [?]

2011-06-23 - House - House Third Reading (Y: 41 N: 0 NV: 0 Abs: 0) [PASS]
2011-06-02 - Senate - Senate Third Reading (Y: 20 N: 0 NV: 0 Abs: 1) [PASS]

Date	Chamber	Action
2011-07-07		Signed by Governor
2011-06-23		Passed by House of Representatives. Votes: Passed 41 YES 0 NO 0 NOT VOTING 0 ABSENT 0 VACANT
2011-06-15		Reported Out of Committee (JUDICIARY) in House with 9 On Its Merits
2011-06-07		Introduced and Assigned to Judiciary Committee in House
2011-06-02		Passed by Senate. Votes: Passed 20 YES 0 NO 0 NOT VOTING 1 ABSENT 0 VACANT
2011-06-01		Reported Out of Committee (JUDICIARY) in Senate with 4 On Its Merits
2011-05-05		Assigned to Judiciary Committee in Senate

Type	Source
Summary	http://legis.delaware.gov/LIS/lis146.nsf/2bede841c6272c888025698400433a04/c8b65463fd73f79085257885005fc8f0?OpenDocument
Text	http://legis.delaware.gov/LIS/lis146.nsf/vwLegislation/SB+76/$file/legis.html?open
Roll Call	http://legis.delaware.gov/LIS/lis146.nsf/7712cf7cc0e9227a852568470077336f/7dbb3c4d2035f9fc852578a300689e18?OpenDocument
Roll Call	http://legis.delaware.gov/LIS/lis146.nsf/7712cf7cc0e9227a852568470077336f/78e5e6219e3ad73a852578b8007b802a?OpenDocument