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2019 Q&A on the Delaware Law Amendments Relating to Registered Series of Limited Liability Companies

The DLLCA is amended annually to ensure that it is the preeminent statute governing LLCs and to ensure that the DLLCA addresses the needs of practitioners and persons using the LLC form, including the needs of M&A practitioners.  The amendments that took effect on August 1, 2019 provide for creation of “registered series” (Amendments), among other things. A registered series is defined as “a designated series of members, managers, limited liability company interests or assets that is formed in accordance with Section 18-218” of the Act.

The Practical Law Article,  “Expert Q&A on the Delaware Law Amendments Relating to Registered Series of Limited Liability Companies” authored by Tarik Haskins addresses the following questions:

  • What were the amendments to the Delaware Limited Liability Company Act relating to registered series of limited liability companies?
  • What was the purpose of the amendments?
  • What are the requirements to form a registered series?
  • What are the requirements for asset shielding by a registered series?
  • Can a protected series convert into a registered series?
  • Will the separateness of the registered series be respected by courts outside of Delaware?
  • What is the impact of the amendments on loan transactions, loan documents and opinions?
  • What are the benefits under the UCC of a registered series?
  • Can a registered series opt in to UCC article 8?
  • Can a registered series obtain a certificate of good standing?
  • How will a searcher of records in the Delaware secretary of state know that its borrower is a registered series?

Click here to read the full article.

Tarik J. Haskins, “Expert Q&A on the Delaware Law Amendments Relating to Registered Series of Limited Liability Companies,” Practical Law (August 2019)

 

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