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The 2017 Amendments to Delaware’s Business Entity Laws

The 2017 Amendments to Delaware’s Business Entity Laws

Delaware, with over 1 million corporations and unincorporated entities – including most of the nation’s publicly traded companies and companies in the Fortune 500 – is a very important formation state.  Every year Delaware’s legislature amends the statutes governing all of those corporations and unincorporated entities.  This white paper summarizes the changes made during the recently completed 2017 legislative session to Delaware’s corporation, LLC, LP, partnership, corporation franchise tax and statutory trust laws.  Highlights include:

 

  •          Amendments to several sections of the corporation law that will allow corporations to use blockchain to maintain corporate records
  •          Amendment to the corporation law’s section restricting business combinations with interested stockholders to clarify the effective date if a corporation opts out of the section
  •          Clarifying, conforming, and technical amendments to the corporation law’s merger provisions
  •          Elimination of the need to date written consents by a corporation’s stockholders
  •          Amendments to the LLC, LP, and partnership laws to clarify and confirm a member, manager, or general partner’s power to delegate
  •          Amendments to the merger and consolidation provisions of the LLC, LP, and partnership laws to clarify that the transactions may be entered into with any incorporated entity
  •          Expansion of the safe harbor provision of the LP law
  •          Amendments to the Corporation Franchise Tax Law increasing the penalty for late filing, the maximum rate, and the multipliers used in calculating the tax

 

The 2017 amendments to Delaware’s business entity statutes contain some significant changes.  Attorneys, business owners, investors, and managers will benefit from familiarizing themselves with these changes.

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For additional information on services CT provides to Delaware's business entities, see our Delaware Registered Agent services.

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