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Delaware Amends Alternative Entity Statutes

By Scott E. Waxman
December 21, 2007

Earlier this year, Delaware's Governor Ruth Ann Minner (D) signed into law bills amending three of Delaware's four statutes that govern 'alternative entities' formed in the state. Alternative entities are not corporations, but, rather general partnerships, limited liability partnerships, limited partnerships, limited liability companies, and statutory trusts. The three revised statutes are: 1) the Delaware Revised Uniform Partnership Act, 6 Del. C. ' 15-101, et seq. (the 'Partnership Act'), which governs general partnerships, including limited liability partnerships; 2) the Delaware Revised Uniform Limited Partnership Act, 6 Del. C. ' 17-101, et seq. (the 'LP Act'), which governs limited partnerships; and 3) the Delaware Limited Liability Company Act, 6 Del. C. ' 18-101, et seq. (the 'LLC Act'), which governs limited liability companies. The amendments to these statutes, which became effective on Aug. 1, 2007, represent a continuing effort by Delaware to create a flexible statutory framework for the formation and operation of alternative entities.

The most significant of the recent amendments relates to the need to have a limited partnership agreement or limited liability company agreement to properly form a limited partnership or limited liability company, along with and what constitutes these agreements. In addition, the changes also affect the purposes and powers of statutory series, including how assets are held to ensure they qualify for the inter-series limitation on liability afforded by the LP Act and LLC Act. Below is a discussion of these amendments, as well as their implications.

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