Several pieces of legislation will be effective in Delaware on August 1. A summary can be found below:
House Bill 327 (Chapter No. 302) signed by the governor July 15 and effective August 1 amends the Limited Liability Company Act to: require a LLC to maintain a current record of the name and last known address of each member and manager of the LLC, and upon the request of a communications contact, to provide the name, business address and business telephone number of a natural person who has access to the record that contains the name and address of each member and manager of the LLC. The bill also clarifies consents and books and records requests by a member and provides additional means by which a dissolution may be revoked. The bill text can be accessed at: http://legis.delaware.gov/LIS/lis147.nsf/vwLegislation/HB+327/$file/legis.html?open
House Bill 328 (Chapter No. 326) signed by the governor July 15 and effective August 1 amends the Revised Uniform Limited Partnership Act to require an LP upon the request of the communications contact to provide the name, business and address and business telephone number of a natural person who has access to the record that contains the name and address of each partner; clarifies consents and books and record requests by partners; and provides additional means by which a dissolution may be revoked. The bill text can be accessed at: http://legis.delaware.gov/LIS/lis147.nsf/vwLegislation/HB+328/$file/legis.html?open
House Bill 329 (Chapter No. 327) signed by the governor July 15 and effective August 1 amends the General Corporation Law to authorize filing of certificates of amendment that either change the corporate name or delete historical provisions relating to the incorporator, initial directors or initial subscribers and provisions relating to previously effected changes to stock, without submitting the amendment for stockholder approval. The bill also eliminates a requirement that notice of a meeting at which an amendment is to be voted on contain a copy of the amendment or a summary, but only when notice constitutes a notice of interest availability of proxy materials for SEC purposes. In addition, the bill clarifies Section 251(h) added in 2013 with respect to certain merger agreements, but do not alter directors’ fiduciary duties or the level of judicial scrutiny for Section 251(h) mergers. Also, the bill clarifies provisions relating to the incorporator’s unavailability, provides that a voting trust agreement may be delivered to the principal place of business in lieu of the registered office, and clarifies consents by directors and stockholders. The bill text can be accessed at: http://legis.delaware.gov/LIS/lis147.nsf/vwLegislation/HB+329/$file/legis.html?open