HB338. 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 ...
Delaware General Assembly. 146th General Assembly. House of Representatives.
- May 10, 2012
- Last Action:
- Jun 25, 2012
Signed by Governor
State legislative information provided by LegiNation, Inc. and LegiScan, Inc. Some information also from Open States.
May 10, 2012: Introduced and Assigned to Judiciary Committee in House
May 16, 2012: Reported Out of Committee (JUDICIARY) in House with 8 On Its Merits
May 17, 2012: Passed by House of Representatives. Votes: Passed 38 YES 0 NO 0 NOT VOTING 3 ABSENT 0 VACANT
May 23, 2012: Assigned to Judiciary Committee in Senate
Jun 13, 2012: Reported Out of Committee (JUDICIARY) in Senate with 5 On Its Merits
Jun 19, 2012: Passed by Senate. Votes: Passed 17 YES 0 NO 0 NOT VOTING 4 ABSENT 0 VACANT
Jun 25, 2012: Signed by Governor
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 amends 18-102 of the Act to confirm the practice of restricting the use of the word "bank" or any variation thereof in the name of a limited liability company. Section 2 amends 18-201(d) of the Act to clarify as of when a limited liability company agreement may be made effective. Section 3 amends 18-209(c)(1) of the Act by adding a new requirement to provide the type of business entity involved in a merger or consolidation. Section 4 amends 18-213(b)(7) of the Act to clarify that the address provided for service of process may not be that of the limited liability company's registered agent without the written consent of such registered agent. Section 5 amends 18-214(c)(2) of the Act by adding a new requirement to provide the type of entity converting to a Delaware limited liability company. Section 6 amends 18-215(l) of the Act to provide that a manager associated with a series established in accordance with 18-215(b) of the Act may apply to the Court of Chancery to wind up the affairs of the series following its termination. Section 7 amends 18-505 of the Act to provide that obligations between or among members and/or managers arising under a limited liability company agreement or other writing are not subject to the defense of usury. Section 8 amends 18-803(a) of the Act to clarify that the right to apply to the Court of Chancery to wind up the affairs of a limited liability company following its dissolution does not apply to a manager's personal representative or assignee. Section 9 provides that the proposed amendments of the Act shall become effective August 1, 2012.