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 to Delaware’s corporation, LLC, LP, and partnership laws during the recently completed 2019 legislative session. These bills, among other things:

• Add new sections to the corporation, LLC, LP, and partnership statutes to establish non-exclusive, safe harbor methods to reduce certain acts or transactions to a written or electronic document and sign and deliver a document manually or electronically
• Update the provisions of the corporation law governing notices to stockholders, including reversing the default rule to provide that a corporation may email notices to stockholders unless they notify the corporation of an objection to receiving notices by email
• Address the availability of contractual appraisal rights in connection with an LLC division and a merger, consolidation or conversion involving a registered series of an LLC
• Provide for the formation of a registered series of an LP and provide that a series of an LP with limited liability that is not registered is called a “protected series”
• Provide for LP divisions
• Provide for statutory public benefit LPs

The 2019 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 the services CT provides to Delaware's business entities, see our Delaware Registered Agent services.