CHAPTER 387

FORMERLY

HOUSE BILL NO. 429

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:

Section 1. Amend § 18-101(12), Chapter 18, Title 6 of the Delaware Code by inserting the phrase “(including a common law trust, business trust, statutory trust, voting trust or any other form of trust)” immediately after the word “trust”.

Section 2. Amend § 18-110, Chapter 18, Title 6 of the Delaware Code by redesignating subsection “(c)” thereof as subsection “(d)” and inserting a new subsection “(c)” thereto to read as follows:

“(c) As used in this section, the term ‘manager’ refers (i) to a person who is a manager as defined in § 18-101(10) of this Title, and (ii) to a person, whether or not a member of a limited liability company, who, although not a manager as defined in § 18-101(10) of this Title, participates materially in the management of the limited liability company; provided however, that the power to elect or otherwise select or to participate in the election or selection of a person to be a manager as defined in § 18-101(10) of this Title shall not, by itself, constitute participation in the management of the limited liability company.”.

Section 3. Amend § 18-111, Chapter 18, Title 6 of the Delaware Code by inserting the following sentence at the end of such section:

“As used in this section, the term ‘manager’ refers (i) to a person who is a manager as defined in § 18-101(10) of this Title, and (ii) to a person, whether or not a member of a limited liability company, who, although not a manager as defined in § 18-101(10) of this Title, participates materially in the management of the limited liability company; provided however, that the power to elect or otherwise select or to participate in the election or selection of a person to be a manager as defined in § 18-101(10) of this Title shall not, by itself, constitute participation in the management of the limited liability company.”.

Section 4. Amend § 18-204(a), Chapter 18, Title 6 of the Delaware Code by inserting the phrase “or, in the case of a certificate of conversion to limited liability company or certificate of limited liability company domestication, by any person authorized to execute such certificate on behalf of the other entity or non-United States entity, respectively” immediately before the period “.”.

Section 5. Amend § 18-204(c), Chapter 18, Title 6 of the Delaware Code by deleting the words “an authorized person” and by inserting in lieu thereof the words “a person who is authorized by this Chapter to execute such certificate”, and by deleting the words “the authorized” and by inserting in lieu thereof the word “such”.

Section 6. Amend § 18-212(a), Chapter 18, Title 6 of the Delaware Code by inserting the words “and in § 18-204” immediately after the words “As used in this section” and before the period “,”.

Section 7. Amend § 18-212(b)(1), Chapter 18, Title 6 of the Delaware Code by deleting the words “by 1 or more authorized persons”.

Section 8. Amend § 18-214(a), Chapter 18, Title 6 of the Delaware Code by inserting the words “and in § 18-204” immediately after the words “As used in this section” and before the comma “,”.

Section 9. Amend § 18-214(b)(1), Chapter 18, Title 6 of the Delaware Code by deleting the words “by 1 or more authorized persons”.

Section 10. This Act shall become effective August 1, 2008.

Approved July 17, 2008