Proposed 2026 Amendments to Delaware LLC and LP Acts

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Summary

• This article provides an overview of proposed 2026 amendments to the Delaware Limited Liability Company Act and Delaware Revised Uniform Limited Partnership Act.
• If the amendments are adopted, both statutes will be updated to, among other things, confirm the ability for LLC and limited partnership operating agreements to establish series that are not protected series or registered series, and to confirm the ability of LLCs and limited partnerships with series to engage in mergers and other similar transactions.
• Additional proposed changes to the LP Act include streamlining how certificates of limited partnership and certificates of registered series can be amended and how such certificates of amendment must be executed; the amendments would allow former general partners to execute and file limited amendments to reflect their departure.

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Amendments to the Delaware Limited Liability Company Act, 6 Del. C. § 18-101 et seq. (the “LLC Act”), and the Delaware Revised Uniform Limited Partnership Act, 6 Del. C. § 17-101 et seq. (the “LP Act”), have been proposed for adoption by the Delaware General Assembly in 2026. The proposed amendments to the LLC Act and LP Act include adding a definition of “certificate of registered series,” confirming that an operating agreement may establish or provide for the establishment of one or more series that are not protected series or registered series, and confirming the ability of limited partnerships and limited liability companies with series to engage in mergers, conversions, or consolidations. Additional amendments have been proposed to the LP Act regarding amendments to certificates of limited partnership and certificates of registered series, requirements for execution of certificates of amendment and certificates of correction, liability for materially false statements in a certificate authorized to be filed by the LP Act, and statements required to be included in the application for registration for foreign limited partnerships.

If adopted, the amendments to the LLC Act and LP Act are proposed to take effect on August 1, 2026.

Definition of Certificate of Registered Series

Amendments to Section 18-101(2) of the LLC Act and Section 17-101(1) of the LP Act have been proposed to add a definition of “certificate of registered series,” in light of multiple statutory references to this term. Both Delaware limited liability companies and Delaware limited partnerships can establish a registered series of such company or limited partnership. The process of establishing a registered series includes filing a certificate of registered series with the Delaware Secretary of State. The proposed definition provides that a “certificate of registered series” means the certificate and any amendments thereto referred to in Section 18-218 of the LLC Act and Section 17-221 of the LP Act.

Confirming Flexibility of Limited Liability Companies and Limited Partnerships with Series

Amendments to Section 18-218(a) of the LLC Act and Section 17-218(a) of the LP Act have been proposed to confirm that (i) a limited liability company agreement or partnership agreement may establish or provide for the establishment of one or more series that are not protected series or registered series, and (ii) the limitation on merger, conversion, and consolidation of a series in Section 18-215(a) of the LLC Act and Section 17-218(a) of the LP Act does not restrict a limited liability company or limited partnership with series from merging, converting, or consolidating pursuant to any section of the LLC Act or LP Act, as applicable, or as otherwise permitted by law.

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Amendments of Certificates of Limited Partnership and Certificates of Registered Series

Amendments to Section 17-202 of the LP Act have been proposed to allow a limited amendment of a certificate of limited partnership to be made by a person who has ceased to be a general partner of the limited partnership but is shown on the certificate of limited partnership as a general partner. The proposed amendments, in the form of a new Section 17-202(d), would require the certificate of amendment to state only (i) the name of the limited partnership and (ii) that the person has ceased to be a general partner of the limited partnership. Because the amendment has the effect of amending the information required to be set forth in a certificate of limited partnership by Section 17-201(a)(3) of the LP Act, it also constitutes notice that the person has ceased to be a general partner. The proposed amendments also amend Section 17-202(c)(2) of the LP Act to clarify that, unless a certificate of amendment has already been filed pursuant to new Section 17-202(d) of the LP Act, Section 17-202(c)(2) applies any time a person has ceased to be a general partner of a limited partnership and not just upon a withdrawal of a general partner.

Similar amendments have been proposed to Section 17-221(d) of the LP Act with respect to the limited amendment of a certificate of registered series to be made by a person who has ceased to be a general partner associated with the registered series but is shown on the certificate of registered series as a general partner associated with the registered series. The proposed amendments, in the form of a new Section 17-221(d)(6), would require the certificate of amendment to state only (i) the name of the limited partnership, (ii) the name of the registered series, and (iii) that the person has ceased to be a general partner associated with the registered series. Because the amendment has the effect of amending the information required to be set forth in a certificate of registered series by Section 17-221(d) of the LP Act, it also constitutes notice that the person has ceased to be a general partner associated with the registered series. The proposed amendments also amend Section 17-221(d)(5)b. of the LP Act to clarify that, unless a certificate of amendment has already been filed pursuant to new Section 17-221(d)(6) of the LP Act, Section 17-221(d)(5)b. applies any time a person has ceased to be a general partner associated with a registered series and not just upon a withdrawal of a general partner associated with a registered series. The proposed amendments also make conforming changes to certain provisions of Section 17-221 of the LP Act by changing the word “of” to the words “associated with,” as used elsewhere in the LP Act. These changes are intended to provide a consistent approach when referring to the relationship between a general partner and a registered series of a Delaware limited partnership.

Execution of Certificates of Amendment and Certificates of Correction

Amendments to Section 17-204(a)(2) of the LP Act, which addresses execution of certificates of amendment and certificates of correction, have been proposed to clarify that the former general partner of a limited partnership that has filed a certificate of amendment of a certificate of limited partnership under Section 17-202 of the LP Act must execute a certificate of amendment authorized by new Section 17-202(d).

An additional amendment has been proposed to Section 17-204(a)(9) of the LP Act, which addresses the execution of certificates of amendment of certificates of registered series and certificates of correction of certificates of registered series. Due to the proposed amendments to Section 17-221(d) of the LP Act that allow a person who was formerly a general partner associated with a registered series to file a certificate of amendment of a certificate of registered series in certain circumstances, the proposed amendment to Section 17-204(a)(9) of the LP Act clarifies that the former general partner must execute a certificate of amendment authorized by new Section 17-221(d)(6) of the LP Act or any certificate of correction that is correcting a certificate of amendment filed pursuant to new Section 17-221(d)(6) of the LP Act.

Liability for False Statements in Certificates

The proposed amendments to Section 17-207 of the LP Act, which addresses liability for materially false statements in any certificate authorized to be filed by the LP Act, clarify that Section 17-207 of the LP Act applies to any person who executed a certificate pursuant to subchapter IX of the LP Act, whether or not such person is a general partner of the foreign limited partnership. Subchapter IX of the LP Act was previously amended to clarify that certain documents filed in the office of the secretary of state with respect to a foreign limited partnership may be executed by any person authorized to execute the document on behalf of the foreign limited partnership (which may or may not be a general partner of the foreign limited partnership).

Required Statement in Application for Registration of Foreign Limited Partnerships

The proposed amendment to Section 17-902(1) of the LP Act provides that the statement required to be included in an application for registration as a foreign limited partnership shall be made by the person who signs the application (whether or not such person is a general partner of the foreign limited partnership).

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Endnotes

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Authors

Alyssa Frank

Alyssa Gerace Frank focuses on corporate and business transactions including the structure and use of Delaware business entities such as corporations, limited liability companies, limited and general partnerships and...

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Michael P Maxwell

Potter Anderson & Corroon LLP

Michael P. Maxwell, Partner at Potter Anderson Corroon LLP, advises clients on matters of Delaware corporate and business law in transactions involving Delaware alternative entities and corporations, including investment and...

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Heather Marie Fithian Romansky

Potter Anderson & Corroon LLP

Heather Fithian Romansky handles a wide range of commercial real estate transactions, including representation of lending institutions, developers, investors, purchasers, and sellers. She has experience drafting a variety of...

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Authors

Alyssa Frank

Michael P Maxwell

Potter Anderson & Corroon LLP

Heather Marie Fithian Romansky

Potter Anderson & Corroon LLP

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