Delaware, with approximately 2 million active domestic business 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 checklist summarizes the changes made to Delaware’s corporation, LLC, LP, and partnership laws during the recently completed 2023 legislative session. These bills, among other things:
- Streamline the ratification of defective acts procedure, eliminating the filing of certificates of validation in some circumstances, and simplifying the certificate’s contents.
- Change the stockholder voting requirements for amendments to the certificate of incorporation to enact stock splits.
- Change the voting requirement for transfers, continuances, and domestications from all stockholders to a majority of outstanding shares.
- Permit the revocation of termination of a protected series of an LLC or LP and revocation of dissolution of a registered series of an LLC or LP.
- Require the filing of a certificate of amendment to a certificate of division filed by an LLC or LP upon changes in the certificate of division.
