Delaware – Legislative Changes

Effective August 1, 2012, Delaware lawmakers have approved four House bills (338, 339, 340 & 342) and one Senate bill (218). A synopsis of the code updates follows:

House Bills 338,339,340 & 342 include:

– All entities are now required to provide the type of entity involved in a Certificate of Merger or Conversion.

– All entities are now required to obtain written permission from the registered agent for use of their address for service of process when filing a Certificate of Transfer or Continuation.

– Corporations are required to indicate the name and address of the registered agent when filing a Certificate of Renewal/Revival and a Revocation.

– Foreign entities can surrender their authority to do business without providing a certificate from their domestic state.

– Restrictions on the use of the word “bank”, or any variation thereof, in the name of any partnership or Limited Liability Company.

– Non-United States entities may now domesticate to a Limited Liability Company.

– Limited Liability Partnerships and Limited Liability Limited Partnerships filing a statement of cancellation of a Statement of Qualification where the partnership is going to remain a Delaware limited partnership must file an amendment to change the name to that of a partnership.

Senate Bill 218 includes:

– Allows for Certificate of Correction filing on a Certificate of Cancellation prior to dissolving of a Statutory Trust.

Effective August 1, 2013, Updates to House Bill 342, section 377 include:

– Allows for forfeited foreign qualification entity to reinstate and appoint a registered agent.

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