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Delaware legislation, Laws of 2018, has amended the business entity laws, effective generally August 1, 2018. The Bills and their amendments relevant to our services are as follows:

Senate Bill 180 - Corporations
• Ratification of Defective Corporate Acts. Authorizes nonstock corporations to ratify defective corporate acts. Certain other amendments were made to the provisions regarding ratification of defective corporate acts.
• Appraisal Rights. Enacts certain amendments to Section 262 regarding shareholder appraisal rights which require revisions to the Notice of Appraisal Rights Precedent forms.

Senate Bill 183 - LLCs
• LLC Division. Authorizes LLCs to divide into one or more newly formed domestic LLCs with the dividing LLC either continuing its existence or not continuing:
o A division contact, which may be either a resident individual or entity, must maintain the Plan of Division for six years.
o In addition to a Certificate of Division being filed, also requires Certificates of Formation to be filed for any resulting (new) LLCs.
• Statutory Public Benefit LLCs. Authorizes the creation of statutory public benefit LLCs with the purpose of producing public benefits as defined by the Bill.

There are other substantive amendments enacted by the Bills particularly with respect to the use of blockchain technology in record maintenance and sending of notices. Similar blockchain amendments to the LP law were made by Senate Bill 182. Blockchain technology involves the use of one or more electronic networks or databases in accomplishing the task.

Other amendments were enacted by the Bills but were made effective August 1, 2019.

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Delaware legislation, Laws of 2018, has amended the business entity laws, effective August 1, 2019. The Bills and their amendments relevant to our services are as follows:

Senate Bill 180 - Corporations
• Names. Requires proposed names to be distinguishable from the names of registered series of series LLCs.

Senate Bill 183 - LLCs
• Names. Requires proposed names to be distinguishable from the names of registered series of series LLCs.
• Domestic Cancellation. Revises contents of Certificates of Cancellation.
• Registered Series. Authorizes series LLCs to create registered series which would be treated almost as separate filing entities:
o Requires a Certificate of Registered Series to be filed to form a registered series.
o Authorizes or requires related amended, restated and cancellation registered series filings.
o Authorizes mergers and consolidations of registered series.
o Authorizes issuance of a Certificate of Good Standing to registered series.
o Imposes an annual tax of $75 per registered series, to be paid by or on behalf of the registered series. If paid by the series LLC, this is in addition to the normal $300 tax on the LLC.
o Provides for administrative cancellation of a registered series after three years of delinquency in the payment of the annual tax.
• Protected Series. Refers to series that are not registered series as protected series.
• Registered Agent. Process against either a registered series or protected series of a series LLC may be served on the series LLC’s registered agent.
• Series Conversions. Authorizes a protected series to convert to a registered series and vice versa.
o Conversion of a protected series to a registered series requires the filing of a Certificate of Registered Series in addition to a Certificate of Conversion

Senate Bill 182 - LPs
• Names. Requires proposed names to be distinguishable from the names of registered series of series LLCs.