Recent Amendments to Delaware Limited Liability Company Act

Amendments to the Delaware Limited Liability Company Act adopted earlier this year by the Delaware General Assembly went into effect August 1, 2014. 

The amendments are as follows:

Section 18-104(g) now states that the LLC must provide a communications contact with the name, business address and business telephone number of a natural person who has access to certain company records required under Section 18-305(h). These records include a list of the members of the LLC and is intended to provide law enforcement an individual who has access to the member list with whom investigators can deal. The amendment clarifies the definition of “electronic transmission” for the purpose of the subsection to provide specificity with respect to the required form of request.

Section 18-302(d) has been amended to provide that a member's consent may have a future effective date.

Section 18-305(a) and (e) have been amended to clarify that a member may make a demand for books and records in person or through an attorney or other agent. A new subsection (g) has been added stating “A limited liability company shall maintain a current record that identifies the name and last known business, residence or mailing address of each member and manager”.

Section 18-404(d) now provides that a manager's consent may be given with a future effective date.

Section 18-806 has been amended to provide that the revocation of dissolution of an LLC, prior to the filing with the Secretary of State of a certificate of cancelation, requires the affirmative vote, or written consent of the members in accordance with the requirements in the company's operating agreement for electing to dissolve.