Delaware Intercorp Blog

Tuesday, July 01, 2014

Friday, July 4th is a Federal Holiday




Delaware’s Division of Corporations and Delaware Intercorp offices will be closed this coming Friday to observe Independence Day.  Both will resume normal business hours on Monday, July 7.

Orders submitted to Delaware Intercorp after 5pm on Thursday, July 3rd will be processed upon our return.

Have a safe and festive holiday weekend!

posted by Kelly at 12:07 PM 0 Comments

Friday, June 27, 2014

The Delaware Corporate Legislation Tracker - June 27, 2014

The 147th General Assembly is down to its last day of session.

What is going on in Dover that may impact your Delaware Business?

Here's your opportunity to stay on top of what's happening in Delaware Corporate Law and Delaware Business News!


The Delaware Corporate Legislation Tracker is a free service offered by our firm, designed to keep you informed on current and pending legislation related to Delaware Corporate rules, regulations, and Delaware business matters.

Here's the latest edition:


The following Legislation affecting Delaware Title 6 - Commerce and Trade was acted upon by the Legislature on 6/26/2014:




HB 326
Title:  AN ACT TO AMEND CHAPTER 15, TITLE 6 OF THE DELAWARE CODE RELATING TO THE CREATION, REGULATION, OPERATION AND DISSOLUTION OF DOMESTIC PARTNERSHIPS AND THE REGISTRATION AND REGULATION OF FOREIGN LIMITED LIABILITY PARTNERSHIPS.

Synopsis:
This bill continues the practice of amending periodically the Delaware Revised Uniform Partnership Act (the "Act") to keep it current and to maintain its national preeminence. The following is a section-by-section review of the proposed amendments of the Act.
Section 1. Section 1 amends § 15-403(d) of the Act to confirm that a partner may make a books and records request in person or by an attorney or other agent.
Section 2. Section 2 amends § 15-407(d) of the Act to confirm and clarify that, unless otherwise provided in a partnership agreement, a person who is not then a partner may consent to any matter as a partner provided that such consent will only be effective at a time when such person is a partner of the partnership.
Section 3. This section provides that the proposed amendments of the Act shall become effective August 1, 2014.

Bill History:



Jun 26, 2014 - Passed by Senate.
Votes: Passed 21 YES 0 NO 0 NOT VOTING 0 ABSENT 0 VACANT
Jun 18, 2014 - Reported Out of Committee (JUDICIARY) in Senate with 4 On Its Merits
Jun 11, 2014 - Assigned to Judiciary Committee in Senate
Jun 10, 2014 - Passed by House of Representatives.
Votes: Passed 39 YES 0 NO 0 NOT VOTING 2 ABSENT 0 VACANT
May 14, 2014 - Reported Out of Committee (JUDICIARY) in House with 6 Favorable
May 07, 2014 - Introduced and Assigned to Judiciary Committee in House





HB 327
Title:  AN ACT TO AMEND CHAPTER 18, 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.

Synopsis:
This bill continues the practice of amending periodically the Delaware Limited Liability Company Act (the "Act") to keep it current and to maintain its national preeminence. The following is a section-by-section review of the proposed amendments of the Act.
Section 1. Section 1 amends § 18-104(g) of the Act to require a limited liability company, upon the written request of the limited liability company’s 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 address of each member and manager of the limited liability company.
Section 2. Section 2 amends § 18-302(d) of the Act to confirm and clarify that unless otherwise provided in a limited liability company agreement, a person who is not then a member may consent to any matter as a member provided that such consent will only be effective at a time when such person is a member of the limited liability company.
Section 3. Section 3 amends § 18-305 of the Act to confirm that a member of a limited liability company may make a books and records request to the limited liability company in person or by an attorney or other agent. Section 3 also amends § 18-305 of the Act by adding a new subsection 18-305(h) which provides that a limited liability company is required to maintain a current record of the name and last known address of each member and manager of the limited liability company.
Section 4. Section 4 amends § 18-404(d) of the Act to confirm and clarify that, unless otherwise provided in a limited liability company agreement, a person who is not then a manager may consent to any matter as a manager provided that such consent will only be effective at a time when such person is a manager of the limited liability company.
Section 5. Section 5 amends § 18-806 of the Act to modify and provide additional means by which a dissolution of a limited liability company may be revoked.
Section 6. This section provides that the proposed amendments of the Act shall become effective August 1, 2014.

Bill History:

Jun 26, 2014 - Passed by Senate.
Votes: Passed 20 YES 0 NO 1 NOT VOTING 0 ABSENT 0 VACANT
Jun 18, 2014 - Reported Out of Committee (JUDICIARY) in Senate with 4 On Its Merits
Jun 11, 2014 - Assigned to Judiciary Committee in Senate
Jun 10, 2014 - Passed by House of Representatives.
Votes: Passed 36 YES 0 NO 3 NOT VOTING 2 ABSENT 0 VACANT
May 14, 2014 - Reported Out of Committee (JUDICIARY) in House with 5 Favorable, 1 On Its Merits
May 07, 2014 - Introduced and Assigned to Judiciary Committee in House





HB 328
Title:  AN ACT TO AMEND CHAPTER 17, TITLE 6 OF THE DELAWARE CODE RELATING TO THE CREATION, REGULATION, OPERATION AND DISSOLUTION OF DOMESTIC LIMITED PARTNERSHIPS AND THE REGISTRATION AND REGULATION OF FOREIGN LIMITED PARTNERSHIPS. .

Synopsis:
This bill continues the practice of amending periodically the Delaware Revised Uniform Limited Partnership Act (the "Act") to keep it current and to maintain its national preeminence. The following is a section-by-section review of the proposed amendments of the Act.
Section 1. Section 1 amends § 17-104(g) of the Act to require a limited partnership, upon the written request of the limited partnership's 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 address of each partner of the limited partnership.
Section 2. Section 2 amends § 17-302(e) of the Act to confirm and clarify that unless otherwise provided in a partnership agreement, a person who is not then a limited partner may consent to any matter as a limited partner provided that such consent will only be effective at a time when such person is a limited partner of the limited partnership.
Section 3. Section 3 amends § 17-305 of the Act to confirm that a limited partner of a limited partnership may make a books and records request in person or by an attorney or other agent. Section 3 also amends § 17-305 of the Act by adding a new subsection 17-305(g) which provides that a limited partnership is required to maintain a current record of the name and last known address of each partner.
Section 4. Section 4 amends § 17-405(d) of the Act to confirm and clarify that, unless otherwise provided in a partnership agreement, a person who is not then a general partner may consent to any matter as a general partner provided that such consent will only be effective at a time when such person is a general partner of the limited partnership.
Section 5. Section 5 amends § 17-806 of the Act to modify and provide additional means by which a dissolution of a limited partnership may be revoked.
Section 6. This section provides that the proposed amendments of the Act shall become effective August 1, 2014.

Bill History:

Jun 26, 2014 - Passed by Senate.
Votes: Passed 20 YES 0 NO 1 NOT VOTING 0 ABSENT 0 VACANT
Jun 18, 2014 - Reported Out of Committee (JUDICIARY) in Senate with 4 On Its Merits
Jun 11, 2014 - Assigned to Judiciary Committee in Senate
Jun 10, 2014 - Passed by House of Representatives.
Votes: Passed 35 YES 0 NO 3 NOT VOTING 3 ABSENT 0 VACANT
May 14, 2014 - Reported Out of Committee (JUDICIARY) in House with 3 Favorable, 3 On Its Merits
May 07, 2014 - Introduced and Assigned to Judiciary Committee in House



The following Legislation affecting Delaware Title 8 - Corporations was acted upon by the Legislature on 6/26/2014:




HB 329
Title:  AN ACT TO AMEND TITLE 8 OF THE DELAWARE CODE RELATING TO THE GENERAL CORPORATION LAW.

Synopsis:
Section 1 amends Section 103(a)(1) to remove any limitation on the reason for the incorporator’s unavailability.
Section 2 amends Section 108 to provide a means for the incorporator’s actions required by this section to be taken in the event the incorporator is unavailable to act.
Section 3 amends Section 141(f) to clarify that a person may execute a consent, and that such consent may be placed in escrow (or similar arrangement), to become effective at a later time, even if the person is not a director at the time the consent is executed, so long as the escrow period does not exceed 60 days.
Section 4 amends Sections 218(a) and (b) to provide that a voting trust agreement, or any amendment thereto, may be delivered to the principal place of business of the corporation in lieu of the registered office of the corporation.
Section 5 amends Section 228(c) to clarify that a person may execute a consent, and that such consent may be placed in escrow (or similar arrangement), to become effective at a later time even if the person is not a stockholder at the time the consent is executed and that the later effective time would then be treated as the date the consent was signed. In contrast to the similar amendment made to Section 141(f) (addressing consents of directors) the amendment to Section 228(c) does not expressly state the signatory need not be a stockholder when the consent is signed. The reason for this difference is that a person executing a written consent need not be a stockholder at the time of execution under current law, but only on the relevant record date. The amendment does not affect the requirement that the consent bear the actual date of signature.
Section 6 amends Section 242 to authorize corporations to file certificates of amendment that either change the corporate name or delete historical provisions relating to the corporation’s incorporator, initial board of directors or initial subscribers for shares and provisions relating to previously effected changes to stock, in each case without submitting the amendment for stockholder approval. The changes also eliminate the requirement that the notice of a meeting at which an amendment is to be voted on contain a copy of the amendment itself or a brief summary thereof, but only when notice constitutes a notice of internet availability of proxy materials for Securities Exchange Act purposes.
Section 7 amends Section 251(h) in several respects, including revisions to (i) eliminate Section 4, which precluded the use of Section 251(h) when a party to the merger agreement is an "interested stockholder" (as that term is defined in Section 203), (ii) clarify when a corporation consummating an offer referred to in Section 251(h) is entitled to effect a merger pursuant to such section, and (iii) clarify that shares of stock tendered into an offer referred to in Section 251(h) are not counted for purposes of Section 251(h) unless irrevocably accepted for exchange and received by the depositary prior to expiration of such offer. The amendments do not change the fiduciary duties of directors in connection with mergers effected pursuant to Section 251(h) or the level of judicial scrutiny that will apply to the decision to enter into such a merger agreement, each of which will be determined based on the common law of fiduciary duty, including the duty of loyalty.
Section 8 provides that the effective date of these amendments is August 1, 2014, with a limitation that Section 7 is effective only for merger agreements entered into on or after that date.

Bill History:

Jun 26, 2014 - Passed by Senate.
Votes: Passed 21 YES 0 NO 0 NOT VOTING 0 ABSENT 0 VACANT
Jun 18, 2014 - Reported Out of Committee (JUDICIARY) in Senate with 4 On Its Merits
Jun 11, 2014 - Assigned to Judiciary Committee in Senate
Jun 10, 2014 - Passed by House of Representatives.
Votes: Passed 38 YES 0 NO 0 NOT VOTING 3 ABSENT 0 VACANT
May 14, 2014 - Reported Out of Committee (JUDICIARY) in House with 6 Favorable
May 07, 2014 - Introduced and Assigned to Judiciary Committee in House



So what is happening today? We will post a legislative session wrap up edition of the The Delaware Corporate Legislation Tracker to make sure that anything addressed in session on the 27th is out there for you to review. Check back again soon!

posted by Russell Rozanski at 10:58 AM 0 Comments