New distributed ledger legislation approved in Delaware

New distributed ledger legislation approved in Delaware

October 3, 2017

Delaware’s General Assembly passed significant amendments to the state’s business laws during its 2017 session, including groundbreaking blockchain legislation that allows companies to track stock ownership and keep other corporate records on a distributed ledger.

Notable legislative changes included:

Corporations: The 2017 statutory revisions to the General Corporation Law of the State of Delaware address topics including the creation and maintenance of corporate records using electronic database networks, the effective time of certain amendments to the certificate of incorporation, stockholder written consents, mergers and consolidations, and annual reports filed with the Delaware Secretary of State.

Partnerships:  Among the provisions of the Delaware Revised Uniform Partnership Act that have been amended are those concerning distinctions between domestic and foreign partnerships, delegation of rights, powers and duties to manage and control the business and affairs of a partnership, and the type of business or entity that may be involved in fundamental transactions.

Limited Partnerships: Among the provisions of the Delaware Revised Uniform Limited Partnership Act that have been amended are those concerning distinctions between domestic and foreign limited partnerships, the substantial compliance standard related to formation, the type of business or entity that may be involved in fundamental transactions, participation in the control of the business of a limited partnership, and delegation of rights, powers and duties to manage and control the business and affairs of a limited partnership.

Limited Liability Companies: Among the provisions of the Delaware Limited Liability Company Act that have been amended are those concerning distinctions between domestic and foreign limited liability companies, the substantial compliance standard related to formation, the type of business or entity that may be involved in fundamental transactions, and delegation of rights, powers and duties to manage and control the business and affairs of a limited liability company.

In addition, the Delaware Legislature approved changes to annual franchise tax amount, most of which take effect on January 1, 2018.

These changes are all captured in CSC’s Fall 2017 Edition of Delaware Laws Governing Business Entities, the most comprehensive collection of annotated Delaware business entity statutes available.

The 2017 Edition is updated through Chapter 120 of the 149th General Assembly. Legislative changes are listed in the Table of Sections Affected, while Blackline Amendment notes in the book indicate where information has been added or deleted. In-depth legal analyses written by CSC® Publishing’s Senior Legal Advisors and Delaware attorneys Matthew O’Toole and Robert Symonds offer insight regarding the impact of this year’s new laws.

The 2017 Fall Edition captures over 150 new case annotations from Delaware state courts and from courts in other jurisdictions, as well as five full-text cases focusing on the latest legal developments regarding personal jurisdiction over directors, registration of foreign corporations, mergers, negligent misrepresentation and stock appraisal.

Other resources include a companion CD-ROM containing Delaware forms for incorporation/formation, qualification, mergers, dissolution, and name reservation for all entity types, as well as “Guidelines for Persons Litigating in the Court of Chancery.”

The Fall 2017 Edition of Delaware Laws Governing Business Entities is available as a softbound book or as an ebook, compatible with dedicated e-reader devices, computers, tablets and smartphones that use e-reader software or applications. It is also available on the LexisNexis Digital Library.

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To learn more about the 2017 Fall Edition of Delaware Laws Governing Business Entities, call 1.800.533.1637 or visit us online at www.lexisnexis.com/csc.