SunocoCorp LLC Redomiciles from Delaware to Texas
SunocoCorp LLC announced its redomiciliation from the State of Delaware to the State of Texas, effective July 6, 2026. This change was approved by the board of directors of the managing member and involved filing conversion certificates with both states. Following the redomiciliation, the company's affairs are now governed by the Texas Business Organizations Code and a new Texas Company Agreement, replacing the previous Delaware statutes and agreement. The company stated that there are no material changes to its business, assets, liabilities, CUSIP, or trading symbol, and it remains the same entity without interruption. However, the rights of unitholders are now subject to Texas law, and the Company Agreement includes provisions that limit the liability and duties of SunocoCorp Manager, as well as a forum selection clause for legal claims.
Key Highlights
- SunocoCorp LLC redomiciled from Delaware to Texas on July 6, 2026.
- The redomiciliation was approved by the board of directors of the managing member.
- Company affairs are now governed by the Texas Business Organizations Code (TBOC) and Texas Company Agreement.
- No change in CUSIP, trading symbol, federal tax identification number, business, assets, or liabilities.
- Unitholder rights are now governed by Texas law, with differences from prior Delaware law.
- Updated risk factors reflect the conversion and changes in unitholder rights and manager duties.
- The Company Agreement limits the liability and duties of SunocoCorp Manager under Texas law.
- Claims related to the Company Agreement must be brought in the Texas Business Court.
Price Impact
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