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2015 Amendments to Delaware LLC and Partnership Statutes Signed into Law
Practical Law Legal Update 4-616-5865 (Approx. 4 pages)
2015 Amendments to Delaware LLC and Partnership Statutes Signed into Law
by Practical Law Corporate & Securities
| Published on 19 Jun 2015 • Delaware |
The Delaware General Assembly passed the 2015 amendments to the Limited Liability Company Act, the Revised Uniform Limited Partnership Act and the Revised Uniform Partnership Act, which were then signed into law by the governor of Delaware.
On June 18, 2015, the Delaware General Assembly passed the bills for the 2015:
On June 24, 2015, the governor of Delaware signed the bills into law.
The bills contain few substantive amendments this year. Primarily, the amendments provide that for an LLC or LP formed after July 31, 2015, the default voting requirement for certain major actions will only be majority or two-thirds approval (as applicable) by the members or limited partners overall, without a default requirement for approval by each class of memberships or partnership interests of the LLC or LP. As with nearly all default provisions of the statutes, the approval requirements can be contractually modified in the LLC or LP agreement. For LLCs and LPs formed on or before July 31, 2015, the unamended default requirements will continue to apply.
The major actions for which the default approval requirements are being amended are:
- Mergers and consolidations (6 Del. C. § 18-209(b); 6 Del. C. § 17-211(b)).
- Transfers or continuances (6 Del. C. § 18-203(b); 6 Del. C. § 17-216(b)).
- Termination and winding up of a series (6 Del. C. § 18-215(k), 6 Del. C. § 18-215(l); 6 Del. C. § 17-218(k), 6 Del. C. § 17-218(l)).
- Conversions (6 Del. C. § 18-216(b); 6 Del. C. § 17-219(b)).
- Dissolution and winding up (6 Del. C. § 18-801(a), 6 Del. C. § 18-803(a); 6 Del. C. § 17-801, 6 Del. C. § 17-803(a)).
- The signing of a certificate of cancellation for an LP (6 Del. C. § 17-204(a)(3)).
- Revoking the dissolution of an LP (6 Del. C. § 17-806).
The amendments also provide that:
- Unless otherwise provided in the LLC, LP or partnership agreement, a member's, manager's, general partner's or partner's delegation of rights and powers is irrevocable if that party so states (6 Del. C. § 18-407; 6 Del. C. § 17-403(c); 6 Del. C. § 15-401(l)).
- The Secretary of State may issue public records in the form of photocopies or electronic image copies and need not provide public records in any other form (6 Del. C. § 18-1105(a)(5); 6 Del. C. § 17-1107(a)(5); 6 Del. C. § 15-1207(a)(5)).
The amendments become effective on August 1, 2015, except for the amendments regarding the issuing of public records, which became effective immediately on the governor's signing of the bills into law.