Corporate Client Alert: Written Agreements Required for "Complete Formation" of Delaware LLCs and LPs

Corporate Client Alert: Written Agreements Required for "Complete Formation" of Delaware LLCs and LPs

Aug 14, 2008

Article

Brownstein Corporate Client Alert, August 14, 2008

In recent months, the Delaware bar, based on a reading of 2007 amendments to the Delaware Limited Liability Company Act (the "LLC Act") and the Delaware Limited Partnership Act (the "LP Act"), has adopted a position that could affect the ability to obtain unqualified, or "clean," legal opinions regarding the formation of LLCs and LPs under Delaware law. This interpretation particularly impacts entities that have operated for a lengthy period prior to the execution of an operating agreement or LP agreement. This interpretation could also potentially call into question the limited liability protection of members of a Delaware LLC or limited partners of a Delaware LP.

Click to read more of Brownstein's Corporate Client Alert on the formation of Delaware LLCs and LPs.

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