This bill continues the practice of periodically amending 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 amends § 18-102 of the Act to confirm the practice of restricting the use of the word “bank” or any variation thereof in the name of a limited liability company. Section 2 amends § 18-201(d) of the Act to clarify as of when a limited liability company agreement may be made effective. Section 3 amends § 18-209(c)(1) of the Act by adding a new requirement to provide the type of business entity involved in a merger or consolidation. Section 4 amends § 18-213(b)(7) of the Act to clarify that the address provided for service of process may not be that of the limited liability company’s registered agent without the written consent of such registered agent. Section 5 amends § 18-214(c)(2) of the Act by adding a new requirement to provide the type of entity converting to a Delaware limited liability company. Section 6 amends § 18-215(l) of the Act to provide that a manager associated with a series established in accordance with § 18-215(b) of the Act may apply to the Court of Chancery to wind up the affairs of the series following its termination. Section 7 amends § 18-505 of the Act to provide that obligations between or among members and/or managers arising under a limited liability company agreement or other writing are not subject to the defense of usury. Section 8 amends § 18-803(a) of the Act to clarify that the right to apply to the Court of Chancery to wind up the affairs of a limited liability company following its dissolution does not apply to a manager’s personal representative or assignee. Section 9 provides that the proposed amendments of the Act shall become effective August 1, 2012.
http://legis.delaware.gov/LIS/lis146.nsf/vwLegislation/HB+338/$file/legis.html?open