2024 Proposed Amendments to Delaware Alternative Entity Statutes | Practical Law

2024 Proposed Amendments to Delaware Alternative Entity Statutes | Practical Law

The 2024 proposed amendments to the Delaware Revised Uniform Partnership Act, Delaware Limited Liability Company Act, and Delaware Revised Uniform Limited Partnership Act have been introduced and assigned to the Judiciary Committee in the Delaware House.

2024 Proposed Amendments to Delaware Alternative Entity Statutes

Practical Law Legal Update w-042-6027 (Approx. 4 pages)

2024 Proposed Amendments to Delaware Alternative Entity Statutes

by Practical Law Corporate & Securities
Published on 08 Mar 2024Delaware, USA (National/Federal)
The 2024 proposed amendments to the Delaware Revised Uniform Partnership Act, Delaware Limited Liability Company Act, and Delaware Revised Uniform Limited Partnership Act have been introduced and assigned to the Judiciary Committee in the Delaware House.
On March 7, 2024, the 2024 amendments to the Delaware Limited Liability Company Act (LLC Act), the Delaware Revised Uniform Limited Partnership Act (LP Act), and the Delaware Revised Uniform Partnership Act (Partnership Act) were introduced and assigned to the Judiciary Committee in the House:

Mergers and Consolidations

If enacted, the proposed amendments would:
  • Require a domestic partnership merging under Section 15-902(m) of the Partnership Act to file a statement of partnership existence if it had not previously done so (6 Del. C. § 15-902(m)).
  • Permit the certificate of merger or certificate of ownership and merger of an LLC (or registered series) to state any amendments to the surviving LLC's certificate of formation (or the surviving registered series' certificate of registered series), including amending and restating the certificate in its entirety (6 Del. C. §§ 18-209(c)(4), (i) and 18-221(b)(4)). The proposed amendments would make similar changes to the LP Act and Partnership Act (6 Del. C. § 15-902(c)(4), (m)) and 6 Del. C. §§ 17-211(c)(4), (l), and 17-224(b)(4)).
  • Require each new general partner of a surviving LP admitted through the amendment of the certificate of limited partnership by the terms of the certificate of merger or consolidation, or certificate of ownership and merger to sign the certificate of merger before it is filed with the Delaware Secretary of State (6 Del. C. § 17-204(a)(4)).

Dissolution and Terminations

If enacted, the proposed amendments would clarify that "other persons" refers to those whose approval is required for the revocation of the dissolution or termination of a series or the dissolution of the LLC under the LLC agreement (6 Del. C. §§ 18-215(d)(1), (2), 18-218(f)(1), (2), and 18-806(1), (2)). The proposed amendments would make similar changes to the LP Act (6 Del. C. §§ 17-218(d)(1), (2), 17-221(f)(1), (2), and 17-806(1), (2)).

Effective Date and Approval of the Proposed Amendments

If enacted, the proposed amendments would be effective August 1, 2024. The amendments to the Partnership Act will require approval by three-fifths of all members of the House, while a majority approval will be required to enact the LLC Act and the LP Act amendments.