Delaware Business Entity Legislation

The State of Delaware has recently passed new Business Entity Legislation. Please see below an update on the new Senate Bills that were recently passed:

Senate Bill 88 – Corporations
1. Clarifies notice and consent requirements as well as signature requirements, including electronic signatures and electronic data/documents
2. Permits registered agents to resign as agent for corporation voided for failure to pay tax or file annual reports
3. Provides fees for any certificate obtained from the Division of Corporation’s online services
4. Increases the fee for written record search from $50 to “up to $100”
5. Increases multiplier for franchise tax “assumed par value capital method” of computation from $350 to $400*
6. Increases maximum annual franchise tax for regulated investment companies from $90,000 to $100,000*
7. General Housekeeping
1-4 & 7 are effective August 1, 2019
*5-6 are effective January 1, 2019

Senate Bill 89 – Limited Partnerships
1. Clarifies notice and consent requirements as well as signature requirements, including electronic signatures and electronic data/documents
2. Expands definitions of “partner” and “limited partner”, adds definitions for “protected series”, “registered series”, and “series”
3. Permits reservations of name for a registered series of a limited partnership
4. Permits registered agents to resign as agent for limited partnerships which have been cancelled for failure to pay annual taxes
5. Permits the Court of Chancery to order the cancellation of a limited partnership for abuse or misuse of its powers, privileges, or existence
6. Provides for a Restated Certificate of Registered Series
7. Provides for Division of a Limited Partnership
8. Adds provisions for formation, conversion, merger & consolidation, cancellation, revival, and annual taxes of Registered Series of limited partners, general partners, partnership interests, or assets
9. Updates filing fees
10. Increases the fee for written record search from $50 to “up to $100”
11. Provides fees for any certificate obtained from the Division of Corporation’s online services
12. Provides for Statutory Public Benefit Limited Partnerships
13. General Housekeeping
Effective August 1, 2019

Senate Bill 90 – Partnerships & Foreign LLPs
1. Clarifies notice and consent requirements as well as signature requirements, including electronic signatures and electronic data/documents
2. Clarifies name availability requirements
3. Permits registered agents to resign as agent for partnerships which have been cancelled for failure to pay annual taxes
4. Provides fees for any certificate obtained from the Division of Corporation’s online services
5. Increases the fee for written record search from $50 to “up to $100”
6. General Housekeeping
Effective August 1, 2019

Senate Bill 91 – LLCs
1. Clarifies notice and consent requirements as well as signature requirements, including electronic signatures and electronic data/documents
2. Clarifies name availability requirements
3. Permits registered agents to resign as agent for LLCs which have been cancelled for failure to pay annual taxes
4. Provides for Division of an LLC
5. Amends provisions for conversion, merger & consolidation, cancellation, revival, and annual taxes of Registered Series of members, managers, LLC interests, or assets
6. Provides fees for any certificate obtained from the Division of Corporation’s online services
7. Increases the fee for written record search from $50 to “up to $100”
8. General Housekeeping

Effective August 1, 2019

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