Senate Bill 88 (Chapter 48) amends the General Corporation Law (GCL). The GCL was amended to add new provisions relating to documentation of transactions and the execution and delivery of documents including by electronic transmission. Among other changes, revisions were made to default provisions applicable to stockholder notices and updates to provisions governing notices of appraisal rights and stockholder consents delivered by electronic transmission, clarify the time at which a unanimous consent of directors in lieu of a meeting becomes effective, and make other changes to incorporator consents and resignation of registered agent for a void corporation.
Senate Bill 89 (Chapter 47) amends the Revised Uniform Limited Partnership Act (RULPA). Among the changes to RULPA, a new Section 17-221 permits the creation of an additional type of series known as a “registered series” which is an association formed by the filing of a certificate of registered series that has the attributes required to be “registered organizations” under the Uniform Commercial Code for use in secured lending transactions. A series formed under Section 17-218(b) will be known as a “protected series” which is not required to be registered with the Secretary of State. The name of a registered series must begin with the name of the applicable LP and must sufficiently distinguish itself from the name of any other entity or registered series formed or qualified to do business in Delaware. Registered series may merge or consolidated with other registered series, and the Secretary of State can issue certificates of good standing and certificates of existence with respect to registered series which will incur an annual fee of $75.00 per registered series. A protected series may convert to a registered series. New Section 17-220 enables a LP to divide into one or more newly formed LPs with the dividing partnership continuing or terminating its existence. New subchapter XII of the act provides for the formation of statutory public benefit limited partnerships which are intended to produce a public benefit and to operate in a responsible and sustainable manner.
Senate Bill 90 (Chapter 46) amends the Revised Uniform Partnership Act (RUPA). RUPA was amended with respect to definitions and safe harbor methods for documents and electronic transmissions and to authorize use of networks of electronic database (distributed ledger or blockchain) and to permit resignation by a registered agent even if a partnership’s statement of partnership existence was cancelled or statement of qualification revoked.
Senate Bill 91 (Chapter 45) amends the Limited Liability Company Act. The LLC Act was amended include additional provisions related to electronic forms of documents and electronic transmissions which are the equivalent of a written document and an electronic signature may be used whenever a signature is required. Among other changes, contractual appraisal rights may be made available in connection with any merger or consolidation in which a registered series is a constituent party, anydivision, any conversion of a protected series to a registered series or any conversion of a registered series to a protected series; the certificate of formation or certificate of registered series shall be amended, corrected or restated upon the filing of a certificate of amendment (or judicial decree of amendment), certificate of correction, corrected certificate or restated certificate, and to confirm that a certificate of registered series is canceled upon a certificate of conversion of such registered series to protected series becoming effective; and a registered agent may resign without appointment of a successor even if the LLC’s certificate of formation was cancelled.
Senate Bill 180 requiring proposed names to be distinguishable from the names of registered series of series LLCs will take effect August 1, 2019.
Senate Bill 181 (Chapter 355) signed by the governor July 23 amended the Revised Uniform Partnership Act effective August 1, 2019 to require the name of a partnership to distinguish from the name of any registered series of a series LLC.
Senate Bill 182 (Chapter 356) signed by the governor July 23 amended the Revised Uniform Limited Partnership Act effective August 1, 2018 to allow for the use of blockchain and distributed ledger technologies in the maintenance of records of LPs. Effective August 1, 2019, proposed LP names must be distinguishable from the names of registered series of series LLCs.