This bill continues the practice of amending periodically the Delaware Revised Uniform Partnership Act (the “Act”) to keep it current and to maintain its national preeminence. The following is a section-by-section review of the proposed amendments of the Act. Section 1. This section amends Section 15-108(c) of the Act to clarify requirements regarding the name of a partnership in a statement of partnership existence, statement of qualification or statement of foreign qualification. Section 2. This section amends Sections 15-111(a)(2)d. and 15-111(f)(2) of the Act to identify the types of foreign entities that may be a registered agent of a partnership. This section also amends Section 15-111(b) of the Act to eliminate the requirement that the Secretary of State issue a certified copy of any certificate filed by the registered agent changing the address of the registered office or the name of the registered agent. This section also amends Section 15-111(b) of the Act to provide that the conversion of the registered agent or a division of the registered agent in which a resulting person succeeds to all of the registered agent business of such registered agent shall be deemed to be a change of name for purposes of this Section of the Act. This section also amends Section 15-111(c) of the Act to eliminate the requirement that the Secretary of State issue a certificate in connection with the resignation of the registered agent of a partnership and the appointment of the successor registered agent. Section 3. This section amends Section 15-120 of the Act to confirm that no appraisal rights are available with respect to a partnership interest or another interest in a partnership, including in connection with the enumerated transactions unless otherwise provided in the enumerated documents. Section 4. This section amends Section 15-124(a)(2) of the Act to clarify that a person may “execute” a document by using any type of signature contemplated by such Section. Section 5. This section amends Section 15-403(c) of the Act to confirm that a partnership may maintain its books, records and other information in other than paper form (including electronic form) if such form is capable of conversion into paper form within a reasonable time. Section 6 and 7. These sections amend Sections 15-903(f) and 15-905(c) of the Act with regard to certifications provided by the Secretary of State in connection with the filing of a certificate of conversion to non-Delaware entity, a certificate of transfer and a certificate of transfer and domestic continuance. Section 8. This section amends Section 15-1102(a)(1)a. of the Act to confirm that the name of a foreign limited liability partnership set forth in its statement of foreign qualification must comply with the requirements of Section 15-108(c) and (d) of this title. Section 9. This section provides that the proposed amendments to the Act shall become effective upon their enactment into law.
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Section 1. Section 1 of this Act amends Section 102(a) to provide that the name of a corporation must be such as to distinguish it from the name of any registered series of a limited partnership. Section 2. Section 2 of this Act amends Section 102(b)(7). Section 102(b)(7) authorizes a corporation to include in its certificate of incorporation an exculpatory provision that eliminates or limits the liability of directors for monetary damages for certain breaches of duty. The amendment to Section 102(b)(7) clarifies that an exculpatory provision has the effect of eliminating or limiting liability for monetary damages with respect to any act or omission of a director occurring while the exculpatory provision is in effect. Unless the provision provides otherwise at the time of such act or omission, any future amendment, repeal or elimination of that provision will not revoke the elimination or limitation of liability. Section 3. Section 3 of this Act amends Section 108(c). To conform to amended Section 116, Section 108(c) is being amended to permit an incorporator or initial director to rely on Section 116 as a basis to document, sign and deliver a consent by electronic means, unless the use of Section 116 is expressly restricted or prohibited by a provision of the certificate of incorporation. Section 4. Section 4 of this Act amends Section 110. The amendments to Section 110 clarify the types of events that give rise to the availability of emergency powers and confirm certain of the specific powers relating to stockholders’ meetings and dividends that may be exercised during an emergency condition. The amendments to Section 110 are not intended, by implication or otherwise, to limit or eliminate the availability of any powers or emergency actions that are not specifically enumerated with respect to stockholders’ meetings, dividends, or other matters that are practical and necessary in connection with the particular emergency, or to affect the validity of any action taken in an emergency situation but not authorized by the amendments or taken in a non-emergency situation. Section 5. Section 5 of this Act amends Section 116. Section 116(a)(2) establishes non-exclusive means to sign documents for purposes of chapter 1 of title 8. An amendment to this provision clarifies that a person may “execute” a document (such as agreements of merger and other documents that require execution pursuant to chapter 1 of title 8) by using any type of signature contemplated by Section 116(a)(2). Section 116(b) is being amended to allow persons to rely on Section 116(a) as a basis for using an electronic transmission to document director, stockholder, member and incorporator consents and for signing and delivering those documents by electronic means. This amendment supplements provisions that already permitted these consents by electronic means before this amendment. A conforming amendment to Section 116(a)(3) requires that the electronic delivery of stockholder or member consents, and the electronic delivery of documents evidencing a proxy granted by a stockholder or member, must satisfy additional requirements set forth in Section 228(d) (with respect to consents) and Section 212(c) (with respect to proxies). The final sentence of Section 116(b) is being amended to clarify that a provision in the certificate of incorporation or bylaws may restrict or prohibit only the electronic means (but not the manual means) to document an act or transaction and to sign and deliver a document. Section 6. Section 6 of this Act amends Section 132(a)(4) to remove erroneous references to a foreign “general” partnership. Section 7. Section 7 of this Act amends Section 135 to reflect the current practice of the Office of the Secretary of State relating to the appointment of a successor registered agent by a registered agent of a corporation. Section 8. Section 8 of this Act amends Section 141(f). To conform to amended Section 116, Section 141(f) is being amended to permit a director to rely on Section 116 as a basis to document, sign and deliver a consent by electronic means, unless the use of Section 116 is expressly restricted or prohibited by a certificate of incorporation or bylaw provision adopted pursuant to Section 116(b). Section 9. Section 9 of this Act amends Sections 145(c) and 145(f). Section 145(c) provides current and former directors and officers a right to indemnification if they are successful (on the merits or otherwise) in defending claims brought against them by reason of their conduct as directors and/or officers. Amended Section 145(c) defines the group of officers who are entitled to this statutory right of indemnification as the officers who are deemed to have consented to the jurisdiction of the State for acts relating to breach of officer duties pursuant to Section 3114(b) of title 10. Section 3114(b) of title 10 does not apply to residents of the State, but amended Section 145(c) treats residents as if they were non-residents to ensure that persons who hold the officer positions identified in Section 3114(b) are entitled to indemnification, whether or not they are residents of the State. The amendment does not define who qualifies as an officer under Section 145(c) for purposes of a right to indemnification for an act or omission occurring on or before December 31, 2020 and does not define who qualifies as an officer for purposes of the other subsections of Section 145. Section 145(c) is also amended to add a new subsection (2) that permits (but does not require) a corporation to indemnify other persons who are not current or former directors or officers if they are successful in defense of a proceeding referenced in subsections (a) and (b) of Section 145. A corporation may rely on Section 145(f) to make this permissive indemnification a mandatory right for these other persons, such as pursuant to a provision in the certificate of incorporation, the bylaws, an agreement, or vote of stockholders or disinterested directors. This amendment to Section 145(c) is consistent with case law holding that a corporation lawfully may agree to provide indemnification to a person who is not a director or officer solely based on that person’s successful defense of a claim covered by Section 145(a) or (b), without an inquiry into whether such person has met the conduct requirements of Section 145(a) or (b). See, Cochran v. Stifel Financial Corp., Del. Ch. C.A. No. 17350 (Dec. 13, 2000), aff’d in part and reversed in part, both on unrelated grounds, 809 A.2d 555 (Del. 2002). Section 145(f) prohibits the elimination or impairment of a right to indemnification or to advancement by amendment to the certificate of incorporation or the bylaws after the occurrence of the act or omission that is the subject of the civil, criminal, administrative, or investigative action, suit or proceeding for which indemnification is sought, unless the provision in effect at the time of the act or omission explicitly authorizes such elimination or impairment after such act or omission has occurred. The amendment to Section 145(f) clarifies that such prohibition applies in the case of any repeal or elimination of the certificate of incorporation or the bylaws. Section 10. Section 10 of this Act amends Section 212(c) to add a new subsection (3), which clarifies that a stockholder or member may rely on Section 116 as basis to document a proxy and to sign and deliver a document evidencing the proxy, unless an express provision of the certificate of incorporation or bylaws adopted in accordance with Section 116(b) prohibits or restricts those actions being taken by electronic means. An amendment to subsection (1) of Section 212(c) simplifies the language but does not enact a substantive change. Section 11. Section 11 of this Act amends Section 213(b). To conform to amended Section 228(d), Section 213(b) is being amended to eliminate redundant references to where, and to whom, a consent may be delivered. Section 12. Section 12 of this Act amends Section 228. Section 228(d) is being amended by deleting the provisions on documenting, signing and delivering a consent by electronic means, so that those actions may be effected pursuant to amended Section 116, unless an express provision of the certificate of incorporation or bylaws adopted in accordance with Section 116(b) restricts or prohibits a consent from being documented, signed or delivered electronically. The last sentence of amended Section 228(d)(1) requires certain additional information to be provided to the corporation in connection with delivering a consent electronically. Redundant references to where, and to whom, a consent may be delivered have been deleted from amended Sections 228(a) and (b). References to “written consents” or consents set forth “in writing” have been replaced with a new sentence added to Section 228(c) stating that a consent must be set forth in writing or in an electronic transmission. Section 13. Section 13 of this Act amends Section 232(b) to clarify that a stockholder’s or member’s consent is not required in order for a corporation to give the stockholder or member notices by electronic mail pursuant to Section 232(a). Section 14. Section 14 of this Act amends Section 251(g)(7) to eliminate the requirement, in connection with a merger pursuant to such Section, that the organizational documents of the surviving entity contain provisions identical to the certificate of incorporation of the constituent corporation immediately prior to the merger. This amendment shall not be construed to eliminate the requirement in Section 251(g) that the organizational documents of the surviving entity contain provisions requiring approval of the holding company's stockholders for any act or transaction by the surviving entity that, if taken by the constituent corporation immediately prior to the merger, would have required stockholder approval. This Act also makes clerical changes to Section 251(g)(4). The amendments to Section 251(g) shall be effective with respect to agreements of merger or consolidation consummated pursuant to an agreement entered into on or after their enactment into law. Section 15. Section 15 of this Act amends Section 262(b) to conform to the amendments to Section 363 relating to public benefit corporations. The amendments to Section 262 shall be effective with respect to a merger or consolidation consummated pursuant to an agreement entered into, or, with respect to a merger consummated pursuant to Section 253, resolutions of the board of directors adopted, on or after their enactment into law. Section 16. Section 16 of this Act amends Section 266 to reflect the current practice of the Office of the Secretary of State relating to the issuance of a certified copy of a certificate of conversion to non-Delaware entity. Section 17. Sections 17, 18 and 19 of this Act amend Sections 363, 365 and 367, respectively. The amendments to Section 363 will lower from two-thirds to a majority the stockholder vote required for (1) amendments to a certificate of incorporation that convert a conventional corporation into a public benefit corporation or convert a public benefit corporation into a conventional corporation and (2) mergers that convert shares of conventional corporations into shares of public benefit corporations or shares of public benefit corporations into shares of conventional corporations. Those amendments will also eliminate appraisal rights for (1) amendments to a certificate of incorporation that convert a conventional corporation into a public benefit corporation and (2) mergers that convert shares of conventional corporations into shares of public benefit corporations. The amendments to Section 363(b)(2) shall be effective with respect to a merger or consolidation consummated pursuant to an agreement entered into, or, with respect to a merger consummated pursuant to Section 253, resolutions of the board of directors adopted, on or after their enactment into law. The amendments to Section 365(c)(1) clarify that, for the purposes of Section 365(b), a director will not be interested with respect to a balancing decision due to the director’s interest in stock of the corporation, except to the extent that such ownership would create a conflict of interest if the corporation were not a public benefit corporation and (2) provide that any failure to satisfy the balancing requirement shall not constitute an act or omission not in good faith for the purposes of Section 102(b)(7) or Section 145, unless the certificate of incorporation otherwise provides. The amendments to Section 367 clarify that any lawsuit to enforce the balancing requirement to which public benefit corporations are subject must be brought by plaintiffs owning at least 2% of the corporation’s outstanding shares or, in the case of certain listed companies, shares with a value of at least $2,000,000 if such number is lower. Section 18. Section 20 of this Act amends Section 377(b) to conform the process relating to the resignation of a registered agent of a foreign corporation to the process applicable to the resignation of a registered agent of a corporation under Section 136. Section 19. Section 21 of this Act amends Section 391(a)(16) to include the maximum fee payable to the Secretary of State for a written report of a record search. Section 20. Sections 22 through 24 of this Act relate to the effectiveness of the amendments to Title 8. Section 22 of this Act provides that each of Sections 1 through 3, Sections 5 through 13, Section 16, and Sections 17 (other than with respect to the repeal of Section 363(b)(2)) through 21 of this Act is effective upon its enactment into law. Section 23 of this Act provides that Section 4 of this Act is effective retroactively as of January 1, 2020 with respect to any emergency condition occurring on or after such date and with respect to any action contemplated by Section 4 of this Act and taken on or after such date by or on behalf of the corporation with respect to a meeting of stockholders held or a dividend as to which the record date or payment date is anticipated to occur during the pendency of such condition. Section 24 of this Act provides that each of Sections 14, 15 and 17 (solely with respect to the repeal of Section 363(b)(2)) of this Act is effective only with respect to a merger or consolidation consummated pursuant to an agreement entered into, or, with respect to a merger consummated pursuant to Section 253, resolutions of the board of directors adopted, on or after enactment into law of such Section.
This bill continues the practice of amending periodically the Delaware Revised Uniform Limited Partnership Act (the “Act”) to keep it current and to maintain its national preeminence. The following is a section-by-section review of the proposed amendments of the Act. Section 1. This section amends Section 17-101(14)b. of the Act to correct a cross-reference. Section 2. This section amends Section 17-102(3) of the Act to clarify requirements regarding the name of a limited partnership in its certificate of limited partnership. Section 3. This section amends Sections 17-104(a)(2)d. and 17-104(f)(2) of the Act to identify the types of foreign entities that may be a registered agent of a limited partnership. Sections 3 and 12. These sections amend Sections 17-104(b) and 17-904(c) of the Act to eliminate the requirement that the Secretary of State issue a certified copy of any certificate filed by the registered agent changing the address of the registered office or the name of the registered agent. These sections also amend Sections 17-104(b) and 17-904(c) of the Act to provide that the conversion of the registered agent or a division of the registered agent in which a resulting person succeeds to all of the registered agent business of such registered agent shall be deemed to be a change of name for purposes of these Sections of the Act. These sections also amend Sections 17-104(c) and 17-904(d) of the Act to eliminate the requirement that the Secretary of State issue a certificate in connection with the resignation of the registered agent of a domestic or foreign limited partnership and the appointment of the successor registered agent. Section 4. This section amends Section 17-113(a)(2) of the Act to clarify that a person may “execute” a document by using any type of signature contemplated by such Section. Section 5. This section amends Section 17-212 of the Act to confirm that no appraisal rights are available with respect to a partnership interest or another interest in a limited partnership, including in connection with the enumerated transactions unless otherwise provided in the enumerated documents. Sections 6, 7, and 10. These sections amend Sections 17-216(c), 17-219(f) and 17-223(f) of the Act with regard to certifications provided by the Secretary of State in connection with the filing of a certificate of transfer, a certificate of transfer and domestic continuance, a certificate of conversion to non-Delaware entity and a certificate of conversion of registered series to protected series. Section 8. This section amends Section 17-220(h) of the Act to provide specifically that flexibility exists to state other information in a certificate of division. Section 9. This section amends Section 17-221(d)(4) of the Act to confirm that a certificate of registered series shall be promptly amended if the certificate of registered series no longer complies with the requirements of Section 17-221(e)(1) of this title. This section also amends Section 17-221(e)(3) of the Act to clarify requirements regarding the name of a registered series in its certificate of registered series. Section 11. This section amends Section 17-301 of the Act (i) to confirm that a partnership agreement may provide for the admission of limited partners in connection with formation, (ii) to eliminate any statutory requirement that a limited partner’s admission after formation is subject to the admission being reflected in the records of the limited partnership, and (iii) to clarify that an assignee of a partnership interest is admitted as a limited partner as provided in Section 17-704(a) of the Act. Section 12. This section amends Section 17-305(c) of the Act to confirm that a limited partnership may maintain its books, records and other information in other than paper form (including electronic form) if such form is capable of conversion into paper form within a reasonable time. Section 13. This section amends Section 17-904(a) of the Act to clarify requirements regarding the name under which a foreign limited partnership may register with the Secretary of State. This section also amends Section 17-904(b)(2)c. of the Act to identify the types of foreign entities that may be a registered agent of a foreign limited partnership. This section also amends Section 17-904(e) of the Act to provide that if a foreign limited partnership has ceased to be registered pursuant to Section 17-1109(g) of the Act, its registered agent may resign without appointing a successor registered agent. The amendment also adds requirements regarding the content and form of the certificate of resignation filed with the Delaware Secretary of State when the registered agent resigns without appointing a successor, and provides that such information regarding the communications contact that must be included in such a certificate shall not be deemed public. Section 14. This section provides that the proposed amendments to the Act shall become effective upon their enactment into law.
This bill continues the practice of amending periodically the Delaware Limited Liability Company Act (the “Act”) to keep it current and to maintain its national preeminence. The following is a section-by-section review of the proposed amendments of the Act. Section 1. This section amends Section 18-101(9)b. of the Act to correct a cross-reference. Section 2. This section amends Section 18-102(3) of the Act to clarify requirements regarding the name of a limited liability company in its certificate of formation. Section 3. This section amends Sections 18-104(a)(2)d. and 18-104(f)(2) of the Act to identify the types of foreign entities that may be a registered agent of a limited liability company. Sections 3 and 12. These sections amend Sections 18-104(b) and 18-904(c) of the Act to eliminate the requirement that the Secretary of State issue a certified copy of any certificate filed by the registered agent changing the address of the registered office or the name of the registered agent. These sections also amend Sections 18-104(b) and 18-904(c) of the Act to provide that the conversion of the registered agent or a division of the registered agent in which a resulting person succeeds to all of the registered agent business of such registered agent shall be deemed to be a change of name for purposes of these Sections of the Act. These sections also amend Sections 18-104(c) and 18-904(d) of the Act to eliminate the requirement that the Secretary of State issue a certificate in connection with the resignation of the registered agent of a domestic or foreign limited liability company and the appointment of the successor registered agent. Section 4. This section amends Section 18-113(a)(2) of the Act to clarify that a person may “execute” a document by using any type of signature contemplated by such Section. Section 5. This section amends Section 18-210 of the Act to confirm that no appraisal rights are available with respect to a limited liability company interest or another interest in a limited liability company, including in connection with the enumerated transactions unless otherwise provided in the enumerated documents. Sections 6, 7, and 10. These sections amend Sections 18-213(c), 18-216(f) and 18-220(f) of the Act with regard to certifications provided by the Secretary of State in connection with the filing of a certificate of transfer, a certificate of transfer and domestic continuance, a certificate of conversion to non-Delaware entity, and a certificate of conversion of registered series to protected series. Section 8. This section amends Section 18-217(h) of the Act to provide specifically that flexibility exists to state other information in a certificate of division. Section 9. This section amends Section 18-218(d)(4) of the Act to confirm that a certificate of registered series shall be promptly amended if the certificate of registered series no longer complies with the requirements of Section 18-218(e)(1) of this title. This section also amends Section 18-218(e)(3) of the Act to clarify requirements regarding the name of a registered series in its certificate of registered series. Section 11. This section amends Section 18-301 of the Act (i) to confirm that a limited liability company agreement may provide for the admission of members in connection with formation, (ii) to eliminate any statutory requirement that a member’s admission after formation is subject to the admission being reflected in the records of the limited liability company, and (iii) to clarify that an assignee of a limited liability company interest is admitted as a member as provided in Section 18-704(a) of the Act. Section 12. This section amends Section 18-305(d) of the Act to confirm that a limited liability company may maintain its books, records and other information in other than paper form (including electronic form) if such form is capable of conversion into paper form within a reasonable time. Section 13. This section amends Section 18-904(a) of the Act to clarify requirements regarding the name under which a foreign limited liability company may register with the Secretary of State. This section also amends Section 18-904(b)(2)c. of the Act to identify the types of foreign entities that may be a registered agent of a foreign limited liability company. This section also amends Section 18-904(e) of the Act to provide that if a foreign limited liability company has ceased to be registered pursuant to Section 18-1107(h) of the Act, its registered agent may resign without appointing a successor registered agent. The amendment also adds requirements regarding the content and form of the certificate of resignation filed with the Delaware Secretary of State when the registered agent resigns without appointing a successor, and provides that such information regarding the communications contact that must be included in such a certificate shall not be deemed public. Section 14. This section provides that the proposed amendments to the Act shall become effective upon their enactment into law.
This Act requires that individual, group, and State employee insurance plans cap the amount an individual must pay for insulin prescriptions at $100 a month and must include at least 1 formulation of insulin on the lowest tier of the drug formulary developed and maintained by the carrier.
This Senate Resolution pays tribute to Delaware's senior senator, Harris B. McDowell, III, upon his retirement from the Senate after some 44 years of exemplary service.
This Act provides for voting by mail for the 2020 primary and general elections and special elections held under the provisions of Chapter 73 of Title 15 due to the emergency caused by COVID-19, a highly contagious virus. Voting by mail is an alternative to, and not a replacement for, in-person voting, which remains an available option to those electors not voting by absentee or mail ballot. This Act establishes procedures for voting by mail which mirror the procedures for absentee voting. The Act makes clear that, like in absentee voting, no ballots can be tabulated until Election Day. The authority to implement voting by mail stems from the Delaware Constitution. Article XVII of the Delaware Constitution mandates that in order to insure continuity of State and local governmental operations in periods of an emergency resulting from disease, the General Assembly shall have the power and immediate duty to adopt measures that may be necessary and proper for insuring the continuity of governmental operations including nonconformity with the requirements of the Constitution when in the judgment of the General Assembly to do so would be impracticable. With this Act, the General Assembly finds that due to the highly contagious nature of COVID-19, and the need to protect Delaware voters and polling workers from the virus, voting by mail is necessary and proper for insuring the continuity of governmental operations, and conformity with the constraints of Article V, § 4A would be impracticable.
This Senate Resolution pays tribute and extends a fond farewell to Secretary of the Senate Joy C. Bower upon her retirement after 32 years of distinguished service to the Senate.
This bill is intended to advance sustainable energy goals and initiatives in Delaware and to restore Delaware as a leader in renewable, sustainable energy. First, this Act builds on the Renewable Energy Portfolio Standards Act, which was first enacted into law in 2005, by setting new standards for the minimum percentage of electric energy sales from eligible energy resources and solar photovoltaics. Second, this bill contains the “Community Sustainable Energy Authorities Act,” which authorizes incorporated municipalities, towns, and counties and the Delaware Sustainable Energy Utility to create authorities to develop, promote, and operate community sustainable energy projects.