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The 2018 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 2018 legislative session to Delaware’s corporation, LLC, LP, and partnership laws. These bills, among other things:

  • Clarify and confirm the circumstances in which a corporation may ratify defective corporate acts under Sec. 204 of the General Corporation Law (GCL)
  • Allow nonstock corporations to ratify defective corporate acts
  • Apply the market out exception to the availability of statutory appraisal rights in connection with GCL Sec. 251(h) mergers
  • Provide for the formation of a registered series of an LLC
  • Provide for LLC divisions
  • Provide for statutory public benefit LLCs
  • Provide statutory authority for LLCs and LPs to use blockchain for certain purposes

The 2018 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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