(h) A limited liability company may provide that a national limited liability company is not entitled to merge or consolidate in accordance with this Section. 6. that the merger or consolidation contract is to be discharged into a place of transaction of the surviving or nascent national limited liability company or other business entity, the address of which must be indicated; Any limited liability company or limited liability company must enter into a written agreement for consolidation or merger. In the case of a transfer certificate (i) the existence of the limited liability company as a delaware limited liability company ends when the transfer certificate takes effect; (ii) the agreement of the limited liability company that it may be served in court in the State of Delaware, an action or proceeding for the enforcement of an obligation of the limited liability company arising when it was a limited liability company of the State of Delaware and that it irrevocably appoints the Secretary of State as agent to accept service of the proceedings in such an act, in action or in such proceedings; In 2015, Jack Markell, the governor of Delaware, signed Senate Acts 76, 77 and 78. They amended the Delaware Revised Uniforme Limited Partnership Act, the Delaware Limited Liability Company Act (De LLC Act) and the Delaware Revised Uniform Partnership Act. These changes took effect after August 1, 2015, unless otherwise noted. To remove any uncertainty, if there was no provision in the LLC agreement granting a vote or class of group, the De LLC Act had to have a particular vote from a group of members or a class of members. f) a limited liability social contract may give all or certain identified members or managers, or a specific class or group of members or managers linked to a series, the right to vote separately or with all or all or a group of members or managers associated with the series. Voting by members or managers associated with a series can be done per capita, number, financial interest, class, group or on another basis.
Section 18-217 applies to all LLCs, whether created before or after August 1, 2018. However, where a Dividing LLC is a party to a written agreement entered into before August 1, 2018, which limits mergers, consolidations or transfers of assets by Dividing LLC, Section 18-217 provides that these restrictions also apply to each LLC division. It follows that such a restriction does not apply to the LLCs division with regard to mergers, consolidations or transfers of assets in agreements concluded after 1 August 2018. The Delaware Limited Liability Company Act (LLC Act) was recently amended to allow a Delaware Limited Liability Company (LLC) to split into two or more LLCs and allocate its assets and liabilities between itself and/or one or more newly created LLCs. . . .