Delaware 153rd General Assembly (2025-2026) Status: Enacted Bipartisan · 10 D · 3 R cosponsors

HB 353 — AN ACT TO AMEND TITLE 8 OF THE DELAWARE CODE RELATING TO THE GENERAL CORPORATION LAW.

Last action — Signed by Governor

  1. ✓
    Introduced
  2. ✓
    In Committee
  3. ✓
    Passed House
  4. ✓
    Passed Senate
  5. ✓
    To Executive
  6. 6
    Enacted

This bill has been enacted into law. Introduced April 09, 2026. Enacted.

Signed by Governor Matt Meyer (Democratic) on June 10, 2026.

Odds of enactment

High chance

Based on the sponsor, cosponsors, and committee posture, this bill has a high chance of becoming law.

Upgrade to see the exact probability and what's driving it.

A statistical estimate from our own model of past outcomes — an insight, not a guarantee. Policymaking is volatile.

Prognosis

Likely to advance 98% · high confidence

  • Enacted

    Current position in the legislative process.

  • 14 sponsors

    14 primary, 0 co-sponsors signed on.

  • Bipartisan support

    Sponsored across 2 parties (10 D · 3 R) — cross-party backing.

  • Cleared a recorded vote

    Passed 2 recorded votes so far.

Based on stage, sponsorship breadth, committee status, recorded votes, and cross-state momentum — a description of the observable signals, not a prediction.

In plain language

This bill updates Delaware's General Corporation Law to clarify voting and dissolution processes for corporations.

The bill makes several amendments to the Delaware General Corporation Law, including clarification on voting requirements and the dissolution process of corporations. It ensures that certain default provisions apply unless explicitly opted out and establishes procedures for serving dissolved corporations.

Summary

This Act continues the practice of amending periodically the Delaware General Corporation Law (“DGCL”) to keep it current and maintain its national preeminence. The following is a section-by-section review of the proposed amendments to the DGCL. Section 1. Section 1 of this Act confirms that if a certificate of incorporation includes a provision that “opts out” of the class vote specified in § 242(b)(2) of Title 8 to increase or decrease the number of shares of a class of stock authorized for issuance, including a provision that requires the affirmative vote of the holders of a majority of the stock (or a majority of the votes of such stock) entitled to vote, that “opt out” will not be deemed an express provision that has the effect of “opting out” of the default provisions of § 242(d). Instead, § 242(d) will apply unless the § 242(b)(2) “opt out” expressly states that the corporation is not governed by § 242(d)(1) or (2), or the § 242(b)(2) “opt out” provision specifies a greater or additional vote to increase or decrease the authorized number of shares of 1 or more classes of stock. Section 2. Section 2 of this Act amends § 275 of Title 8, which addresses the dissolution of a corporation. New § 275(h) provides that the authority and responsibilities of the registered agent of the corporation terminate at the time the dissolution of the corporation becomes effective, except with respect to service of process that the registered agent has received before that time. New § 275(i) establishes procedures for the Secretary of State to accept service of process for a dissolved corporation after the dissolution has become effective. The amendments to § 275(d) and (f) require a corporation to include in its certificate of dissolution an agreement that the dissolved corporation may be served with process in the State by service to the Secretary of State in accordance with the Secretary of State’s rules and regulations. Section 3. Section 3 of this Act amends § 312(j) of Title 8, which addresses the revival of the certificate of incorporation of a nonstock corporation if the certificate has become forfeited or void. The amendments delete reference to actions taken by members of a nonstock corporation who are entitled to vote on a dissolution of the corporation. The provisions of § 312(j), when read together with § 312(h), contemplates member action only to elect persons to the governing body of the corporation if there are no such persons then in office to revive the corporation. Because no action by members entitled to vote on a dissolution is required for revival, the reference to these members is being deleted. In addition, because no member action is required to revive a corporation if there are persons then serving on the governing body of the corporation, amended § 312(h) also clarifies that member action will be taken for a revival only “if any” member action is necessary. Section 4. Section 4 of this Act provides that this Act takes effect on August 1, 2026. This Act requires a greater than majority vote for passage because § 1 of Article IX of the Delaware Constitution requires the affirmative vote of two-thirds of the members elected to each house of the General Assembly to amend the general corporation law.

Bill Text

What changed in the latest version

146 added · 76 removed

Plain-language change summary

The amendment to HB 353 adds sponsors to the bill and makes changes to Section 242 of Title 8 of the Delaware Code regarding amendments to a corporation's certificate of incorporation. It allows certain amendments, specifically those that affect only minor changes or involve reclassifying shares, to be made without a meeting or vote of stockholders if the corporation has only one class of stock. Additionally, it permits amendments to increase or decrease the number of authorized shares under specific conditions related to national securities exchange listing. This change simplifies the amendment process for corporations under certain circumstances.

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Griffith HOUSE OF REPRESENTATIVES 153rd GENERAL ASSEMBLY HOUSE AMENDMENT NO.
Griffith & Sen.
1 TO HOUSE BILL NO.
Brown & Sen.
353 AMEND House Bill No.
Townsend & Sen.
353 by inserting the following after line 84 and before line 85:
Pettyjohn Reps.
“Section 2A.
Cooke, K.
Johnson, Ortega, Michael Smith, Harris;
Sens.
Sokola, Cruce, Hansen, Walsh, Wilson HOUSE OF REPRESENTATIVES 153rd GENERAL ASSEMBLY HOUSE BILL NO.
353 AN ACT TO AMEND TITLE 8 OF THE DELAWARE CODE RELATING TO THE GENERAL CORPORATION LAW.
BE IT ENACTED BY THE GENERAL ASSEMBLY OF THE STATE OF DELAWARE (Two-thirds of all members elected to each house thereof concurring therein):
Section 1.
Amend § 242, Title 8 of the Delaware Code by making deletions as shown by strike through and insertions as shown by underline as follows:
§ 242.
Amendment of certificate of incorporation after receipt of payment for stock;
nonstock corporations.
(d) Notwithstanding the provisions of subsection (b) of this section, unless otherwise expressly required by the certificate of incorporation:
(1) No meeting or vote of stockholders shall be required to adopt an amendment that (A) affects only changes described in paragraph (a)(1) or (7) of this section;
or (B) reclassifies by subdividing the issued shares of a class of stock into a greater number of issued shares of the same class of stock (and, in connection therewith, such amendment may increase the number of authorized shares of such class of stock up to an amount proportionate to the subdivision), provided the corporation has only 1 class of stock outstanding and such class is not divided into series;
and (2) An amendment to increase or decrease the authorized number of shares of a class of capital stock or an amendment to reclassify by combining the issued shares of a class of capital stock into a lesser number of issued shares of the same class of stock may be made and effected, without obtaining the vote or votes of stockholders otherwise required by subsection (b) of this section if:
(A) the shares of such class are listed on a national securities exchange immediately before such amendment becomes effective and meet the listing requirements of such national securities exchange relating to the minimum number of holders immediately after such amendment becomes effective, (B) at a meeting called in accordance with paragraph (b)(1) of this section, a vote of the stockholders entitled to vote thereon, voting as a single class, is taken for and against the proposed amendment, and the votes cast for the amendment exceed the votes cast against the amendment, and (C) if the amendment increases or decreases the authorized number of shares of a class of capital stock for which no provision has been made pursuant to the last sentence of paragraph (b)(2) of this section, the votes cast for the amendment by the holders of such class exceed the votes cast against the amendment by the holders of such class.
DLS :
MJC :
AF Page 1 of 5 Released:
04/09/2026 09:11 AM A provision of the certificate of incorporation providing that the number of authorized shares of 1 or more classes of stock may be increased or decreased by the affirmative vote of the holders of a majority of the stock (or a majority of the votes of such stock) of the corporation entitled to vote irrespective of the last sentence of paragraph (b)(2) of this section shall not constitute an express requirement to obtain an additional or greater vote than is provided by this subsection, unless such provision expressly states that the corporation is not to be governed by paragraph (d)(1) or (2), or both, of this section or such provision requires a greater or additional vote than is contemplated by the last sentence of paragraph (b)(2) of this section.
Section 2.
AF Page 1 of 3 Released:
AF Page 2 of 5 Released:
04/21/2026 11:22 AM (4) The date of filing of the corporation’s original certificate of incorporation with the Secretary of State.
04/09/2026 09:11 AM (4) The date of filing of the corporation’s original certificate of incorporation with the Secretary of State.
It shall be the duty of the plaintiff in the event of such service to serve process and any other papers in duplicate, to notify the Secretary of State that service is being effected pursuant to this subsection and to pay the Secretary of State a fee as prescribed under § 391(a)(29) of this title for the use of the State, which sum shall be taxed as part of the costs in the proceeding, if the plaintiff shall prevail therein.
It shall be the duty of the plaintiff in the event of such service to serve process and any other papers in duplicate, to notify the Secretary of State that service is being effected pursuant to this subsection and to pay the Secretary of State the sum of $50 for the use of the State, which sum shall be taxed as part of the costs in the proceeding, if the plaintiff shall prevail therein.
The Secretary of State shall maintain an alphabetical record of any such service setting forth the name of the plaintiff and the defendant, the title, docket number and nature of the DLS :
The Secretary of State shall maintain an alphabetical record of any such service setting forth the name of the plaintiff and the defendant, the title, docket number and nature of the proceeding in which process has been DLS :
AF Page 2 of 3 Released:
AF Page 3 of 5 Released:
04/21/2026 11:22 AM proceeding in which process has been served, the fact that service has been effected pursuant to this subsection, the return date thereof, and the day and hour service was made.
04/09/2026 09:11 AM served, the fact that service has been effected pursuant to this subsection, the return date thereof, and the day and hour service was made.
The Secretary of State shall not be required to retain such information longer than 5 years from receipt of the service of process.”.
The Secretary of State shall not be required to retain such information longer than 5 years from receipt of the service of process.
FURTHER AMEND House Bill No.
Section 3.
353 by striking Section 4 of this Act and inserting in lieu thereof the following:
Amend § 312, Title 8 of the Delaware Code by making deletions as shown by strike through and insertions as shown by underline as follows:
“Section 4.
§ 312.
Sections 1 and 3 of this Act take effect on August 1, 2026.
Revival of certificate of incorporation.
Section 5.
(j) Except as otherwise provided in § 313 of this title, whenever it shall be desired to revive the certificate of incorporation of any nonstock corporation, the governing body shall perform all the acts necessary for the revival of the certificate of incorporation of the corporation which are performed by the board of directors in the case of a corporation having capital stock, and the members of any nonstock corporation who are entitled to vote for the election of members of its governing body and any other members entitled to vote for dissolution under the certificate of incorporation or the bylaws of such corporation, shall perform all the acts necessary necessary, if any, for the revival of the certificate of incorporation of the corporation which are performed by the stockholders in the case of a corporation having capital stock.
If House Bill No.
Except as otherwise provided in § 313 of this title, in all other respects, the procedure for the revival of the certificate of incorporation of a nonstock corporation shall conform, as nearly as may be applicable, to the procedure prescribed in this section for the revival of the certificate of incorporation of a corporation having capital stock;
400 of the 153 General Assembly is enacted into law, Section 2A of this Act takes effect on August 1, 2026, and Section 2 of this Act does not take effect.
provided, however, that subsection (i) of this section shall not apply to nonstock corporations.
If House Bill No.
Section 4.
Show all 65 changed rows (25 more)
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Latest
400 of the 153 General Assembly is not enacted into law, Section 2 of this Act takes effect on August 1, 2026, and Section 2A of this Act does not take effect.”.
This Act takes effect on August 1, 2026.
SYNOPSIS This Amendment makes the service of process fee set in this Act consistent with the amount of service of process fee set in House Bill No.
SYNOPSIS This Act continues the practice of amending periodically the Delaware General Corporation Law (“DGCL”) to keep it current and maintain its national preeminence.
400.
The following is a section-by-section review of the proposed amendments to the DGCL.
If House Bill No.
Section 1.
400 is enacted, the fee set in this Amendment (Section 2A of this Act) will take effect.
Section 1 of this Act confirms that if a certificate of incorporation includes a provision that “opts out” of the class vote specified in § 242(b)(2) of Title 8 to increase or decrease the number of shares of a class of stock authorized for issuance, including a provision that requires the affirmative vote of the holders of a majority of the stock (or a majority of the votes of such stock) entitled to vote, that “opt out” will not be deemed an express provision that has the effect of “opting out” of the default provisions of § 242(d).
If House Bill No.
Instead, § 242(d) will apply unless the § 242(b)(2) “opt out” expressly states that the corporation is not governed by § 242(d)(1) or (2), or the § 242(b)(2) “opt out” provision specifies a greater or additional vote to increase or decrease the authorized number of shares of 1 or more classes of stock.
400 is not enacted, the fee set in Section 2 of this Act will take effect.
Section 2.
Other than the amount of the service of process fee, Section 2 and Section 2A of this Act are the same.
Section 2 of this Act amends § 275 of Title 8, which addresses the dissolution of a corporation.
New § 275(h) provides that the authority and responsibilities of the registered agent of the corporation terminate at the time the dissolution of the corporation becomes effective, except with respect to service of process that the registered agent has received before that time.
New § 275(i) establishes procedures for the Secretary of State to accept service of process for a dissolved corporation after the dissolution has become effective.
The amendments to § 275(d) and (f) require a corporation to include in its certificate of dissolution an agreement that the dissolved corporation may be served with process in the State by service to the Secretary of State in accordance with the Secretary of State’s rules and regulations.
Section 3.
Section 3 of this Act amends § 312(j) of Title 8, which addresses the revival of the certificate of incorporation of a nonstock corporation if the certificate has become forfeited or void.
The amendments delete reference to actions taken by members of a nonstock corporation who are entitled to vote on a dissolution of the corporation.
The DLS :
MJC :
AF Page 4 of 5 Released:
04/09/2026 09:11 AM provisions of § 312(j), when read together with § 312(h), contemplates member action only to elect persons to the governing body of the corporation if there are no such persons then in office to revive the corporation.
Because no action by members entitled to vote on a dissolution is required for revival, the reference to these members is being deleted.
In addition, because no member action is required to revive a corporation if there are persons then serving on the governing body of the corporation, amended § 312(h) also clarifies that member action will be taken for a revival only “if any” member action is necessary.
Section 4.
Section 4 of this Act provides that this Act takes effect on August 1, 2026.
This Act requires a greater than majority vote for passage because § 1 of Article IX of the Delaware Constitution requires the affirmative vote of two-thirds of the members elected to each house of the General Assembly to amend the general corporation law.
AF Page 3 of 3 Released:
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04/21/2026 11:22 AM 4801530181
04/09/2026 09:11 AM 4801530159
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Action History

  1. Signed by Governor

  2. Passed By Senate. Votes: 21 YES

  3. Reported Out of Committee (Judiciary) in Senate with 1 Favorable, 3 On Its Merits

  4. Assigned to Judiciary Committee in Senate

  5. Passed By House. Votes: 38 YES 3 ABSENT

  6. Amendment HA 1 to HB 353 - Passed In House by Voice Vote

  7. Amendment HA 1 to HB 353 - Introduced and Placed With Bill

  8. Reported Out of Committee (Judiciary) in House with 6 On Its Merits

  9. Introduced and Assigned to Judiciary Committee in House

Sponsors

Sponsorship breakdown

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14 sponsors · 0 co-sponsors · 48 not signed on

Sponsors (14)

Co-sponsors (0)

None.

Not signed on (48)

48 members have not signed on to this bill.

Show all 48 →

"Not signed on" means a member has not sponsored or co-sponsored this bill — it does not imply opposition. Members flagged Voted No have a recorded No vote on this bill.

Whip count is in markup. Polling the chamber and every recorded vote this session. Only the first open is slow. It’s instant for you after this. Calling the roll · Tallying · Engrossing

Votes

2/3

Passed 21 Yea · 0 Nay
Party YeaNayPresentNot Voting
Democratic 15000
Republican 6000
Total 21000
% of votes cast 100%0%0%0%
How each member voted (21)
Member Party Vote
Bryan Townsend Democratic Yea
Daniel Cruce Democratic Yea
Darius J. Brown Democratic Yea
David P. Sokola Democratic Yea
John "Jack" Walsh Democratic Yea
Kyra L. Hoffner Democratic Yea
Laura V. Sturgeon Democratic Yea
Marie Pinkney Democratic Yea
Nicole Poore Democratic Yea
Ray Seigfried Democratic Yea
Russell Huxtable Democratic Yea
S. Elizabeth Lockman Democratic Yea
Spiros Mantzavinos Democratic Yea
Stephanie L. Hansen Democratic Yea
Trey Paradee Democratic Yea
Brian Pettyjohn Republican Yea
Bryant L. Richardson Republican Yea
Dave G. Lawson Republican Yea
David L. Wilson Republican Yea
Eric Buckson Republican Yea
Gerald W. Hocker Republican Yea

Official roll call →

2/3

Passed 38 Yea · 0 Nay · 3 Other
Party YeaNayPresentNot Voting
Democratic 25002
Republican 13001
Total 38003
% of votes cast 93%0%0%7%
How each member voted (41)
Member Party Vote
Alonna Berry Democratic Yea
Claire Snyder-Hall Democratic Yea
Cyndie Romer Democratic Yea
DeShanna U Neal Democratic Yea
Debra Heffernan Democratic Yea
Edward S. Osienski Democratic Yea
Eric Morrison Democratic Yea
Frank Burns Democratic Yea
Franklin D. Cooke Democratic Yea
Josue O Ortega Democratic Yea
Kamela T Smith Democratic Not Voting
Kendra Johnson Democratic Yea
Kerri Evelyn Harris Democratic Yea
Kimberly Williams Democratic Yea
Krista Griffith Democratic Yea
Larry Lambert Democratic Yea
Madinah Wilson-Anton Democratic Yea
Mara Gorman Democratic Yea
Melanie Ross Levin Democratic Yea
Melissa Minor-Brown Democratic Yea
Nnamdi O. Chukwuocha Democratic Not Voting
Sean M. Lynn Democratic Yea
Sherae'a Moore Democratic Yea
Sophie Phillips Democratic Yea
Stephanie T. Bolden Democratic Yea
William Bush Democratic Yea
William J. Carson Democratic Yea
Bryan W. Shupe Republican Yea
Charles S Postles Jr. Republican Yea
Daniel B. Short Republican Yea
Jeff Hilovsky Republican Yea
Jeffrey N. Spiegelman Republican Yea
Jesse R. Vanderwende Republican Yea
Kevin S Hensley Republican Yea
Lyndon D. Yearick Republican Yea
Michael F. Smith Republican Yea
Richard G. Collins Republican Yea
Ronald E. Gray Republican Yea
Shannon Morris Republican Not Voting
Timothy D. Dukes Republican Yea
Valerie Jones Giltner Republican Yea

Official roll call →

Subjects

finance
Cross-referencing the record. Reading this bill against every other bill in the corpus by meaning, not keywords. Only the first open is slow. It’s instant for you after this. Matching · Ranking · Engrossing

Frequently asked questions

What does HB 353 do?
This Act continues the practice of amending periodically the Delaware General Corporation Law (“DGCL”) to keep it current and maintain its national preeminence. The following is a section-by-section review of the proposed amendments to the DGCL. Section 1. Section 1 of this Act confirms that if a certificate of incorporation includes a provision that “opts out” of the class vote specified in § 242(b)(2) of Title 8 to increase or decrease the number of shares of a class of stock authorized for issuance, including a provision that requires the affirmative vote of the holders of a majority of the stock (or a majority of the votes of such stock) entitled to vote, that “opt out” will not be deemed an express provision that has the effect of “opting out” of the default provisions of § 242(d). Instead, § 242(d) will apply unless the § 242(b)(2) “opt out” expressly states that the corporation is not governed by § 242(d)(1) or (2), or the § 242(b)(2) “opt out” provision specifies a greater or additional vote to increase or decrease the authorized number of shares of 1 or more classes of stock. Section 2. Section 2 of this Act amends § 275 of Title 8, which addresses the dissolution of a corporation. New § 275(h) provides that the authority and responsibilities of the registered agent of the corporation terminate at the time the dissolution of the corporation becomes effective, except with respect to service of process that the registered agent has received before that time. New § 275(i) establishes procedures for the Secretary of State to accept service of process for a dissolved corporation after the dissolution has become effective. The amendments to § 275(d) and (f) require a corporation to include in its certificate of dissolution an agreement that the dissolved corporation may be served with process in the State by service to the Secretary of State in accordance with the Secretary of State’s rules and regulations. Section 3. Section 3 of this Act amends § 312(j) of Title 8, which addresses the revival of the certificate of incorporation of a nonstock corporation if the certificate has become forfeited or void. The amendments delete reference to actions taken by members of a nonstock corporation who are entitled to vote on a dissolution of the corporation. The provisions of § 312(j), when read together with § 312(h), contemplates member action only to elect persons to the governing body of the corporation if there are no such persons then in office to revive the corporation. Because no action by members entitled to vote on a dissolution is required for revival, the reference to these members is being deleted. In addition, because no member action is required to revive a corporation if there are persons then serving on the governing body of the corporation, amended § 312(h) also clarifies that member action will be taken for a revival only “if any” member action is necessary. Section 4. Section 4 of this Act provides that this Act takes effect on August 1, 2026. This Act requires a greater than majority vote for passage because § 1 of Article IX of the Delaware Constitution requires the affirmative vote of two-thirds of the members elected to each house of the General Assembly to amend the general corporation law.
Who sponsors HB 353?
HB 353 is sponsored by David L. Wilson (Republican), John "Jack" Walsh (Democratic), David P. Sokola (Democratic), Kerri Evelyn Harris (Democratic), Michael F. Smith (Republican), Josue O Ortega (Democratic), Ray Seigfried (Democratic), Franklin D. Cooke (Democratic), Brian Pettyjohn (Republican), Bryan Townsend (Democratic), Darius J. Brown (Democratic), Krista Griffith (Democratic), Melanie Ross Levin (Democratic), and Sarah McBride.
What is the current status of HB 353?
This bill has been enacted into law. Introduced April 09, 2026. Enacted.
Where can I track HB 353?
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