Why Symonds & O'Toole Remains the Go-To Resource for Delaware LLC Practitioners

By Eric Gerinsgwald | CSC

Each year, Delaware lawmakers update the Limited Liability Company Act to better serve the state’s business community. These changes respond to developments in practice, address issues that surface in litigation, and adjust the statute to preserve flexibility in LLC agreements.

Symonds & O’Toole on Delaware Limited Liability Companies tracks these developments, translating legislative changes and court decisions into clear, practice-ready analysis. Published by CSC in collaboration with LexisNexis, the treatise provides a reliable, usable guide to Delaware LLC law, distilling complex statutory amendments and case law into concrete takeaways while maintaining the level of detail practitioners expect.

What Delaware LLC Practitioners Need to Know About Recent Legislative Changes

The 2026 Release of Symonds & O’Toole is now available. This Release contains discussion of numerous recent developments in the law governing Delaware limited liability companies, with significant new and revised material on several critical topics.

This Release also updates the treatise appendices to include the 2024 and 2025 versions of the Delaware Limited Liability Company Act and the 2024 and 2025 legislative bills.

Included in the Release are the following: Full text and in-depth analysis of 2024 and 2025 amendments to the Delaware Limited Liability Company Act, including amendments regarding: 

·      Ratification or waiver of void or voidable acts or transactions by or of a Delaware limited liability company

·      Treatment of series, including revocation of termination of protected series and dissolution of registered series

·      Revocation of dissolution of an LLC

·      Registered agent duties and functions, including requirements for who may serve as a registered agent, and requirements regarding names and changes of names of registered agents

·      Amendments to certificates of formation and certificates of registered series in connection with a merger

·      Nullification of certificates by certificates of correction

·      Contents of a certificate of consolidation

·      Payment of annual tax in connection with cessation of existence or registration

Other updates include:

·      Recent case law developments

·      Updated Table setting forth the statute’s “Default Rules” 

·      Updated Table setting forth “Permissive Provisions” in the statute

·      As part of this Release, the Table of Cases, Table of Statutes, and Index have been updated to make new material readily accessible

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.

Author Matthew J. O’Toole and executive editors Michael P. Maxwell and Alyssa Gerace Frank are partners at Potter Anderson & Corroon LLP in Wilmington Delaware, and 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 and Ms. Frank, is a 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.