HB 336 DE

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Became Law

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 the proposed amendments to the LLC Act: Section 1 amends § 18-209 of the LLC Act to permit a certificate of merger or a certificate of ownership and merger to state any amendments to the certificate of formation of a surviving domestic limited liability company in a merger as are desired to be effected by the merger. Section 2 amends § 18-215(d) of the LLC Act to confirm and clarify certain of the mechanisms for revoking termination of a protected series. Specifically, Section 2 amends § 18-215(d) to confirm and clarify that the references to “other persons” in § 18-215(d)(1) and (2) are references to other persons whose approval is required for such termination of the protected series pursuant to the limited liability company agreement. Section 3 amends § 18-218(f) of the LLC Act to confirm and clarify certain of the mechanisms for revoking dissolution of a registered series. Specifically, Section 3 amends § 18-218(f) to confirm and clarify that the references to “other persons” in § 18-218(f)(1) and (2) are references to other persons whose approval is required for such dissolution of the registered series pursuant to the limited liability company agreement. Section 4 amends § 18-221 of the LLC Act to permit a certificate of merger of registered series to state any amendments to the certificate of registered series of a surviving registered series in a merger as are desired to be effected by the merger. Section 5 amends § 18-806 of the LLC Act to confirm and clarify certain of the mechanisms for revoking dissolution of a limited liability company. Specifically, Section 5 amends § 18-806 to confirm and clarify that the references to “other persons” in § 18-806(1) and (2) are references to other persons whose approval is required for such dissolution of the limited liability company pursuant to the limited liability company agreement. Section 6 provides that the amendments to the LLC Act take effect on August 1, 2024.

• Krista Griffith Democratic · primary
• Sherry Dorsey Walker · primary
• Kendra Johnson Democratic · primary
• Bryan Townsend Democratic · primary
• Darius J. Brown Democratic · primary
• William Bush Democratic · primary
• Franklin D. Cooke Democratic · primary
• Sean Matthews · primary
• Peter C. Schwartzkopf · primary
• Brian Pettyjohn Republican · primary
• David P. Sokola Democratic · primary
• John "Jack" Walsh Democratic · primary
• Sarah McBride · primary

1. Mar 7, 2024 Introduced and Assigned to Judiciary Committee in House · lower
2. Mar 27, 2024 Reported Out of Committee (Judiciary) in House with 8 On Its Merits · lower
3. Apr 23, 2024 Passed By House. Votes: 38 YES 3 ABSENT · lower
4. Apr 23, 2024 Assigned to Judiciary Committee in Senate · upper
5. May 8, 2024 Reported Out of Committee (Judiciary) in Senate with 5 On Its Merits · upper
6. May 16, 2024 Passed By Senate. Votes: 19 YES 2 ABSENT · upper
7. May 30, 2024 Signed by Governor · executive