Delaware – Effective August 1 Four Bills Signed by the Governor July 17 to Amend Delaware Business Entity Statutes to Keep Entities Current and Maintain their National Preeminence
Senate Bill 112 amends the Revised Uniform Limited Partnership Act to among other provisions permit revocation of termination of a protected series prior to the completion of the winding up of the protected series and permit revocation of dissolution of a registered series prior to the filing of a certificate of cancellation of the certificate of registered series. The bill text can be accessed here.
Senate Bill 113 amends the LLC Act to among other provisions permit revocation or termination of a protected series before the winding up of the series has been completed and permits revocation of dissolution of a registered series. The bill text can be accessed here.
Senate Bill 114 amends the General Corporation Law to streamline the procedure for ratification of defective corporate acts to require a certificate of validation only where the GCL required filing of a certificate and the certificate either was never filed or was filed but must be changed to give effect to the ratification including a change in the certificate’s effective time. The GCL amendment among other provisions provides a safe harbor from stockholder approval for certain dispositions of pledged assets and eliminates or reduce stockholder approval requirements to effect certain stock splits and changes in the number of authorized shares. The bill text can be accessed here.
Senate Bill 115 amends the Revised Uniform Partnership Act to among other provisions clarify that the annual report requirement for general partnerships applies to foreign LLPs. The bill text can be accessed here.