Richards Layton & Finger
 

Amendments to Delaware's LLC and Partnership Legislation Enacted

July 21, 2014

The Delaware General Assembly has recently enacted legislation amending the Delaware Limited Liability Company Act (DLLCA), the Delaware Revised Uniform Limited Partnership Act (DRULPA) and the Delaware Revised Uniform Partnership Act (DRUPA) (collectively, the LLC and Partnership Acts). The following is a brief summary of some of the more significant amendments that affect Delaware limited liability companies (Delaware LLCs), Delaware limited partnerships (Delaware LPs) and Delaware general partnerships (Delaware GPs).

Providing Information to Communications Contact 

Every Delaware LP and Delaware LLC is required to maintain a Communications Contact who is authorized to receive communications from its registered agent. DRULPA and the DLLCA have been amended to require a Delaware LP or Delaware LLC, upon receipt of a request by its Communications Contact, to provide to such Communications Contact the name, business address and business telephone number of a natural person who has access to the record that contains the name and last known business, residence or mailing address of each partner, member and manager of such Delaware LP or Delaware LLC. 

Consents with a Future Effective Date 

The LLC and Partnership Acts have been amended to confirm that, unless otherwise provided in a partnership agreement or limited liability company agreement, a person who is not then a partner, member or manager of a Delaware LP, Delaware GP or Delaware LLC may consent to any matter as a partner, member or manager provided that such consent will only be effective at a time when such person is a partner, member or manager of such Delaware LP, Delaware GP or Delaware LLC. 

Books and Records Requests by Agents 

The LLC and Partnership Acts have been amended to confirm that a partner or member of a Delaware LP, Delaware GP or Delaware LLC may make a books and records request in person or by an attorney or other agent. 

Books and Records Requirements 

DRULPA and the DLLCA have been amended to require a Delaware LP or Delaware LLC to maintain a current record of the name and last known business, residence or mailing address of each partner, member and manager. 

Revocation of Dissolution 

DRULPA and the DLLCA have been amended to provide additional means by which a dissolution of a Delaware LP or Delaware LLC may be revoked, including to provide that a dissolution may be revoked in the manner provided in the partnership agreement of such Delaware LP or the limited liability company agreement of such Delaware LLC, and to confirm that a dissolution of a Delaware LP or Delaware LLC may be revoked by any other means permitted by law. 

The recent amendments reflect Delaware's continuing commitment to maintaining statutes governing Delaware LLCs, Delaware LPs and Delaware GPs that effectively serve the business needs of the national and international business communities. The recent amendments to DLLCA are contained in House Bill No. 327 (effective August 1, 2014). The recent amendments to DRULPA are contained in House Bill No. 328 (effective August 1, 2014). The recent amendments to DRUPA are contained in House Bill No. 326 (effective August 1, 2014). Additionally, the annual franchise taxes payable to the State of Delaware by Delaware LLCs, Delaware GPs or Delaware LPs have been increased pursuant to amendments to the LLC and Partnership Acts contained in House Bill No. 265, as amended by House Amendment Nos. 1 and 3 (effective January 1, 2014).