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HB 352 DE
Became Law

AN ACT TO AMEND TITLE 6 OF THE DELAWARE CODE RELATING TO THE DELAWARE LIMITED LIABILITY COMPANY ACT.

DE · session 153 · Assembly / House · bill

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Introduced Apr 9, 2026

Latest action (Jun 10, 2026) Signed by Governor

Summary

This Act continues the practice of amending periodically the Delaware Limited Liability Company Act (the “LLC Act”) to keep it current and to maintain its national preeminence. The following is a section-by-section review of proposed amendments to the LLC Act. Section 1 of this Act amends § 18-101(2) of the LLC Act to add a definition of “certificate of registered series,” which is used in multiple provisions in the LLC Act. Section 2 of this Act amends § 18-215(a) of the LLC Act to confirm that (i) a limited liability company 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 § 18-215(a) does not restrict a limited liability company with series from merging, converting or consolidating pursuant to any section of the LLC Act or as otherwise permitted by law. The amendments are not intended to limit the application of the principle of freedom of contract to any series. Section 3 of this Act provides that the amendments to the LLC Act take effect on August 1, 2026.

Sponsors (14)

Action history (7)

  1. Apr 9, 2026 Introduced and Assigned to Judiciary Committee in House · lower
  2. Apr 15, 2026 Reported Out of Committee (Judiciary) in House with 7 On Its Merits · lower
  3. Apr 21, 2026 Passed By House. Votes: 37 YES 4 ABSENT · lower
  4. Apr 21, 2026 Assigned to Judiciary Committee in Senate · upper
  5. May 6, 2026 Reported Out of Committee (Judiciary) in Senate with 1 Favorable, 3 On Its Merits · upper
  6. May 19, 2026 Passed By Senate. Votes: 21 YES · upper
  7. Jun 10, 2026 Signed by Governor · executive

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