The 2025 Release of Symonds & O’Toole on Delaware Limited Liability Companies Addresses the DLLCA and other Judicial Decisions

By Eric Geringswald | CSC

The Delaware General Assembly has approved substantive changes to the Delaware Limited Liability Company Act over the last several years, and the 2025 Release of Symonds & O’Toole on Delaware Limited Liability Companies explores those changes.

The 2025 updates include the full text and in-depth analysis of 2019, 2020, 2021, 2022 and 2023 amendments to the DLLCA, including amendments regarding:

• Rights of members of a Delaware limited liability company to obtain information
• Ratification or waiver of void or voidable acts or transactions by or of a Delaware limited liability company
• Delegation of rights, powers or duties by a conflicted member or manager of a Delaware limited liability company
• Treatment of series, including protected series and registered series
• The ability of a Delaware limited liability company to divide into one or more companies
• Admission of members of a Delaware limited liability company
• Contractual appraisal rights in respect of a Delaware limited liability company
• Electronic documents, delivery, and signatures
• Registered agents, including requirements for who may serve as a registered agent, and requirements regarding names and changes of names of registered agents
• Service of process on managers and liquidating trustees
• Procedural requirements for the domestication of non-United States entities and for the conversion of other entities to a limited liability company

The 2025 Release also examines recent case law developments, including decisions addressing:

• Voidness and voidability of acts by members or managers of Delaware limited liability companies
• Dissolution and winding up of a Delaware limited liability company
• Interpretation, enforcement, and amendment of LLC agreements
• Jurisdiction of Delaware courts
• Admission and resignation of members
• Management authority and other governance issues
• Piercing the limited liability company veil

An Essential Resource for Delaware LLC Law

Symonds & O’Toole on Delaware Limited Liability Companies—referred to in a Delaware Court of Chancery decision as “the leading Delaware LLC treatise”—is a comprehensive resource for business attorneys that offers workable solutions for complex transactions involving Delaware LLCs, and well as practical insight into case law interpreting the statute.

The treatise includes discussion of the Delaware Limited Liability Company Act and related case law, legal analysis and practice recommendations, and appendices that contain the current Delaware LLC Act, historical versions of the statute, legislative history, and up-to-date forms.

The 2025 Release updates many chapters and sections of the text to address amendments to the Delaware Limited Liability Company Act and recent judicial decisions. The statute’s Default Rules table has been updated, as well as the Table of Cases, Table of Statutes and Index.

Author Matthew J. O’Toole and executive editor Michael P. Maxwell are partners at Potter Anderson & Corroon LLP in Wilmington Delaware. (Author Robert L. Symonds, Jr. is a retired partner of Potter Anderson & Corroon LLP.)  Mr. Symonds is one of the original drafters of the Delaware Limited Liability Company Act. Mr. O’Toole is a former chairman and along with Mr. Maxwell is a long-time member of the Delaware State Bar Association committee responsible for proposing amendments to that statute and to Delaware’s limited partnership and general partnership laws.

The treatise continues to be cited in court decisions, including multiple citations in the recently decided Gurney-Goldman v. Goldman, 321 A.3d 559, 2024 Del. Ch. LEXIS 248 (Del. Ch. 2024).