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Recent amendments to Delaware's alternative entity statutes

On August 1, 2023, some notable amendments were made to the Delaware Revised Uniform Partnership Act (Partnership Act), the Delaware Limited Liability Company Act (LLC Act), and the Delaware Revised Uniform Limited Partnership Act (LP Act) (collectively, the acts). These changes concern revocation of termination of a protected series, amendments to certificates of division, and revocation of dissolution of a registered series. 

Revocation of termination/dissolution of protected or registered series

The prior LLC and LP Acts allowed for the revocation of a dissolved LLC or limited partnership. The most-recent amendments similarly permit the termination of a protected series or dissolution of a registered series to be revoked.

Unless provided otherwise in the entity’s governance documents, the termination of a protected series may be revoked prior to the completion of its winding up. Similarly, the dissolution of a registered series may be revoked prior to the filing of a certificate of cancellation, unless such a revocation is barred by the governance documents. If the protected series is terminated, or registered series dissolved as a part of the dissolution of the entity itself, the termination of the protected series or dissolution of the registered series will be automatically revoked if the dissolution of the entity itself is revoked.

Certificate of amendment to certificate of division

Where an LLC or limited partnership divides into two or more entities, the LLC Act and LP Act require that those entities submit a certificate of division containing specific information about the dividing entity. Those statutes now permit the certificate of division to be amended by an additional filing if the name or business address of the division previously filed was inaccurate, or such information has changed since the filing was made. Importantly, these entities have an obligation to file a certificate of amendment if it is determined that the original information was inaccurate, or has changed during the six years following its initial filing.

Irrevocable subscription agreements

The amendments to the acts now allow parties to subscription agreements for interests in those entities to be irrevocable, if it is specifically stated in the subscription agreement that it is irrevocable.


delaware court of chancery