CHAPTER 105

FORMERLY

SENATE BILL NO. 96

AN ACT TO AMEND TITLE 6 OF THE DELAWARE CODE RELATING TO THE CREATION, REGULATION, OPERATION AND DISSOLUTION OF DOMESTIC LIMITED LIABILITY COMPANIES AND THE REGISTRATION AND REGULATION OF FOREIGN LIMITED LIABILITY COMPANIES.

BE IT ENACTED BY THE GENERAL ASSEMBLY OF THE STATE OF DELAWARE (Three-fifths of all members elected to each house thereof concurring therein):

Section 1. Amend § 18-101(7), Chapter 18, Title 6 of the Delaware Code by deleting the word “or” immediately prior to the word “oral” in the first sentence thereof and substituting in lieu thereof a “,” and by inserting the words “or implied” immediately after the word “oral”.

Section 2. Amend § 18-101(11), Chapter 18, Title 6 of the Delaware Code by deleting the words “has been” and substituting in lieu thereof the word “is” and by deleting the word “organized” and substituting in lieu thereof the word “formed”.

Section 3. Amend § 18-104(a)(2), Chapter 18, Title 6 of the Delaware Code by inserting the words “having a business office identical with such registered office,” immediately before the words “which agent”.

Section 4. Amend § 18-104(d), Chapter 18, Title 6 of the Delaware Code by deleting the words “deemed to be” in the fourth sentence thereof.

Section 5. Amend § 18-104(e)(3), Chapter 18, Title 6 of the Delaware Code by inserting the words “and foreign limited liability companies” immediately before the words “for which it serves” and by inserting the words “or foreign limited liability company” immediately before the words “to which the service”.

Section 6. Amend § 18-104(e)(4), Chapter 18, Title 6 of the Delaware Code by inserting the words “and foreign limited liability companies” immediately before the words “for which it serves”.

Section 7. Amend § 18-104(g), Chapter 18, Title 6 of the Delaware Code by inserting the words “and each foreign limited liability company” immediately before the words “for which that registered agent serves” in the third sentence thereof.

Section 8. Amend § 18-104(i)(4)b., Chapter 18, Title 6 of the Delaware Code by deleting each of the four appearances of the words “deemed to be” therein.

Section 9. Amend § 18-201(d), Chapter 18, Title 6 of the Delaware Code by deleting the word “may” in the first place where such word appears therein and substituting in lieu thereof the word “shall”, by inserting the words “or otherwise existing” immediately after both appearances of the words “entered into”, and by inserting the words “or reflected by” immediately after the words “as provided in”.

Section 10. Amend § 18-203, Chapter 18, Title 6 of the Delaware Code by inserting the words “or upon the future effective date or time of a certificate of merger or consolidation if the limited liability company is not the surviving or resulting entity in a merger or consolidation,” immediately before the words “or upon the filing of a certificate of transfer” in the first sentence thereof, by inserting the words “or upon the future effective date or time of a certificate of transfer” immediately after “or upon the filing of a certificate of transfer” in the first sentence thereof, by deleting the word “a” immediately before the words “non-Delaware entity” in the first sentence thereof, by inserting the words “or upon the future effective date or time of a certificate of conversion to non-Delaware entity” immediately before the “.” at the end of the first sentence thereof, and by inserting the following as a new paragraph at the end of such section: “The Secretary of State shall not issue a certificate of good standing with respect to a limited liability company if its certificate of formation is cancelled.”.

Section 11. Amend § 18-206(a), Chapter 18, Title 6 of the Delaware Code by inserting the word "domestic" immediately before the word "continuance" in the first sentence thereof.

Section 12. Amend § 18-206(a)(1), Chapter 18, Title 6 of the Delaware Code by inserting the word "domestic" immediately before the word "continuance" in the first sentence thereof.

Section 13. Amend § 18-206(b), Chapter 18, Title 6 of the Delaware Code by deleting the word “or” immediately after the words “ as specified in § 18-104(d)” in the second sentence thereof and substituting in lieu thereof a “,”, by inserting the words “or § 18-1108(a)” immediately before the words “of this title,” in the second sentence thereof, and by inserting the word "domestic" immediately before all three appearances of the word "continuance" in the sixth sentence thereof.

Section 14. Amend § 18-206(d), Chapter 18, Title 6 of the Delaware Code by inserting the word "domestic" immediately before the word "continuance".

Section 15. Amend § 18-209(a), Chapter 18, Title 6 of the Delaware Code by deleting the word “or” immediately after the words “statutory trust,”, by deleting the word “or” immediately after the words “business trust” and substituting in lieu thereof the word “, an”, and by inserting the words “or entity” immediately after the words “unincorporated business”.

Section 16. Amend § 18-209(c)(8), Chapter 18, Title 6 of the Delaware Code by deleting the words “or limited partnership” in the first sentence thereof and substituting in lieu thereof the words “, partnership (whether general (including a limited liability partnership) or limited (including a limited liability limited partnership)) or statutory trust”, and by deleting the words “or a statutory trust organized under Chapter 38 of Title 12,” in the first sentence thereof.

Section 17. Amend § 18-209(g), Chapter 18, Title 6 of the Delaware Code by inserting the words “, and the merger or consolidation shall not constitute a dissolution of such limited liability company” immediately before the “.” at the end of the second sentence thereof.

Section 18. Amend § 18-209, Chapter 18, Title 6 of the Delaware Code by inserting a new subsection (h) at the end of such Section reading as follows: “(h) A limited liability company agreement may provide that a domestic limited liability company shall not have the power to merge or consolidate as set forth in this section.”.

Section 19. Amend § 18-210, Chapter 18, Title 6 of the Delaware Code by inserting the words “or series” immediately after the words “any class or group” in the first sentence thereof and by inserting the words “or continuance” immediately after the words “transfer to or domestication” in the first sentence thereof.

Section 20. Amend § 18-213(g), Chapter 18, Title 6 of the Delaware Code by deleting the word “continuation” immediately after the words “domestication or” in the third sentence thereof and substituting in lieu thereof the word “continuance”.

Section 21. Amend § 18-213, Chapter 18, Title 6 of the Delaware Code by inserting a new subsection (h) at the end of such section reading as follows: “(h) A limited liability company agreement may provide that a domestic limited liability company shall not have the power to transfer, domesticate or continue as set forth in this section.”.

Section 22. Amend § 18-215, Chapter 18, Title 6 of the Delaware Code by deleting the word “or” immediately after the word “managers” in the heading of the section and substituting in lieu thereof a “,” and by inserting the words “or assets” immediately after the word “interests” in the heading of the section.

Section 23. Amend § 18-215(a), Chapter 18, Title 6 of the Delaware Code by deleting the word “or” immediately after the word “managers” and substituting in lieu thereof a “,” and by deleting the word “having” immediately after the words “company interests” and substituting in lieu thereof the words “or assets. Any such series may have”.

Section 24. Amend § 18-215(b), Chapter 18, Title 6 of the Delaware Code by deleting the first appearance of the words “separate and distinct” in the first sentence thereof and substituting in lieu thereof the word “the”, by deleting the word “are” immediately before the word “maintained” in the first sentence thereof, by deleting the word “and” immediately after the second appearance of the word “series” in the first sentence thereof and substituting in lieu thereof the words “account for”, by deleting the words “any such series are held in such separate and distinct records (directly or indirectly, including through a nominee or otherwise) and accounted for in such separate and distinct records” in the first sentence thereof and substituting in lieu thereof the words “such series”, and by inserting the following two sentences immediately after the first sentence thereof: “Assets associated with a series may be held directly or indirectly, including in the name of such series, in the name of the limited liability company, through a nominee or otherwise. Records maintained for a series that reasonably identify its assets, including by specific listing, category, type, quantity, computational or allocational formula or procedure (including a percentage or share of any asset or assets) or by any other method where the identity of such assets is objectively determinable, will be deemed to account for the assets associated with such series separately from the other assets of the limited liability company, or any other series thereof.”.

Section 25. Amend § 18-215, Chapter 18, Title 6 of the Delaware Code by redesignating subsections “(c)” through “(m)” thereof as “(d)” through “(n)” and inserting a new subsection (c) thereof reading as follows: “(c) A series established in accordance with subsection (b) of this section may carry on any lawful business, purpose or activity, whether or not for profit, with the exception of the business of banking as defined in § 126 of Title 8. Unless otherwise provided in a limited liability company agreement, a series established in accordance with subsection (b) of this section shall have the power and capacity to, in its own name, contract, hold title to assets (including real, personal and intangible property), grant liens and security interests, and sue and be sued.”.

Section 26. Amend newly designated § 18-215(h), Chapter 18, Title 6 of the Delaware Code by deleting the words “(h) and (k)” in the first sentence thereof and substituting in lieu thereof the words “(i) and (l)”.

Section 27. Amend newly designated § 18-215(k)(4), Chapter 18, Title 6 of the Delaware Code by deleting the word “(l)” and substituting in lieu thereof the word “(m)”.

Section 28. Amend newly designated § 18-215(n), Chapter 18, Title 6 of the Delaware Code by deleting the word “or” immediately after the word “managers” in the first sentence thereof and substituting in lieu thereof a “,”, by inserting the words “or assets” immediately before the words “having separate rights” in the first sentence thereof and by deleting the words “, unless otherwise provided in the limited liability company agreement, none” immediately after the words “other series thereof, and” in the second sentence thereof and substituting in lieu thereof the words “whether any”.

Section 29. Amend § 18-216(h), Chapter 18, Title 6 of the Delaware Code by deleting the first sentence thereof.

Section 30. Amend § 18-216, Chapter 18, Title 6 of the Delaware Code by inserting a new subsection (i) at the end of such section reading as follows: “(i) A limited liability company agreement may provide that a domestic limited liability company shall not have the power to convert as set forth in this section.”.

Section 31. Amend § 18-702(c), Chapter 18, Title 6 of the Delaware Code by inserting a new sentence at the end thereof reading as follows: “A limited liability company shall not have the power to issue a certificate of limited liability company interest in bearer form.”.

Section 32. Amend § 18-904(b)(2), Chapter 18, Title 6 of the Delaware Code by inserting the words “having a business office identical with such registered office,” immediately after the first “,” therein, by deleting the words “either an individual resident of the State of Delaware whose business office is identical with the foreign limited liability company’s registered office, or a domestic corporation, or a domestic limited partnership, or a domestic limited liability company, or a domestic statutory trust, or a foreign corporation, or a foreign limited partnership, or a foreign limited liability company authorized to do business in the State of Delaware having a business office identical with such registered office, which is generally open during normal business hours to accept service of process and otherwise perform the functions of a registered agent.” immediately after the words “which agent may be” and substituting in lieu thereof the words “any of:” and by inserting immediately thereafter new paragraphs a. through c. reading as follows:

“a. An individual resident in the State of Delaware,

b. A domestic limited liability company, a domestic corporation, a domestic partnership (whether general (including a limited liability partnership) or limited (including a limited liability limited partnership)), or a domestic statutory trust, or

c. A foreign corporation, a foreign partnership (whether general (including a limited liability partnership) or limited (including a limited liability limited partnership)), a foreign limited liability company (other than the foreign limited liability company itself), or a foreign statutory trust.”.

Section 33. Amend § 18-904(e), Chapter 18, Title 6 of the Delaware Code by deleting the words “deemed to be” immediately before the word “cancelled” in the fourth sentence thereof.

Section 34. Amend § 18-906, Chapter 18, Title 6 of the Delaware Code by deleting the word “and” immediately after “18-104(i)(4)” in the second sentence thereof and substituting in lieu thereof a “,” and by inserting the words “and 18-1107(h)” immediately before the words “of this title” in the second sentence thereof.

Section 35. Amend § 18-1105(a)(3), Chapter 18, Title 6 of the Delaware Code by inserting the word "domestic" immediately before the word "continuance".

Section 36. Amend § 18-1108(a), Chapter 18, Title 6 of the Delaware Code by deleting the words “deemed to be”.

Section 37. This Act shall become effective August 1, 2007.

Approved July 10, 2007