2014 Delaware LLC Act Amendments
The 2014 Amendments to the Delaware Limited Liability Company Act were adopted by the Delaware General Assembly and became effective August 1, 2014. 2014 LLC Act Amendments The 2014 Delaware LLC Act Amendments are not extensive.
Section 1, amends 18-104(g). Section 18-104(g) requires that each company provide to its registered agent the name, address and business telephone number of a natural person who is either a member, manager, officer, employee or designated agent of the company who is authorized to receive communications on behalf of the registered agent. Since the adoption of 18-104(g) pressure has mounted by governmental agencies, both in the US and abroad for the disclosure of the beneficial owners of LLC’s. The amendment to 18-104(g) now provides that when a request is received by the company from the communications contact, that it shall provide the communications contact with the name, business address and business telephone number of a natural person who has access to the record required to be maintained by 18-305(h), which includes a list of members. While this does not provide the names of the beneficial owners, it does provide law enforcement a natural person to deal with on behalf of the company and a person who has access to the member list. The amendment further defines what is an “electronic transmission” for the purpose of the subsection to avoid arguments that the form of request does not meet the requirements of the statute.
Section 2, amends 18-302(d). This amendment specifically provides that a consent may be given by a member which will have a future effective date.
Section 3, amends 18-305. The amendment to 18-305(a) clarifies that a member, in making a demand for books and records, may do so in person, by an attorney or other agent. Subsection(e) is amended to delete a reference which implied that only an attorney may make a demand on behalf of the member. The amendment adds additional language to subsection (e) that a demand made by an attorney or agent must be accompanied by a power of attorney or “such other writing which authorizes the attorney or other agent to so act on behalf of the member.” The amendment adds a new subsection (h) which provides that “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”. It was subsumed in other sections of the Act that the company must maintain these records, this amendment clarifies that requirement.
Section 4, amends 18-404(d). Like with 18-302(d), 18-404(d) now provides that a manager may give a consent with a future effective date.
Section 5, amends 18-806. This section deals with the revocation of a dissolution. As previously written the consent of all remaining members was required to revoke a dissolution, though the determination to dissolve did not require the unanimous consent of all members. As amended, the revocation of dissolution, prior to the filing of a certificate of cancellation, requires the affirmative vote, or written consent of the members in accordance with the requirements in the company agreement for electing to dissolve.
