AN ACT TO AMEND TITLE 6 OF THE DELAWARE CODE RELATING TO THE DELAWARE LIMITED LIABILITY COMPANY ACT.
The bill amends the Delaware Limited Liability Company Act to clarify definitions and provisions related to series within LLCs. It ensures that the act remains current and supports the flexibility of LLC agreements.
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HB 352 — AN ACT TO AMEND TITLE 6 OF THE DELAWARE CODE RELATING TO THE DELAWARE LIMITED LIABILITY COMPANY ACT.
Last action — Signed by Governor
No card. One bill, free forever — alerts when it moves.
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✓Introduced
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✓In Committee
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✓Passed House
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✓Passed Senate
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✓To Executive
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6Enacted
This bill has been enacted into law. Introduced April 09, 2026. Enacted.
Signed by Governor Matt Meyer (Democratic) on June 10, 2026.
Prognosis
Where this bill stands today.
Odds of enactment
HighHow often bills like it became law.
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Enacted
Current position in the legislative process.
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14 sponsors
14 primary, 0 co-sponsors signed on.
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Bipartisan support
Sponsored across 2 parties (10 D · 3 R) — cross-party backing.
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Cleared a recorded vote
Passed 2 recorded votes so far.
Prognosis reads this bill's own signals — stage, sponsorship breadth, committee status, recorded votes and cross-state momentum. Odds come from a model trained on which bills have become law.
In plain language
This bill updates the Delaware Limited Liability Company Act with new definitions and provisions.
The bill amends the Delaware Limited Liability Company Act to clarify definitions and provisions related to series within LLCs. It ensures that the act remains current and supports the flexibility of LLC agreements.
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.
Bill Text
- Bill Text View text Current pdf
Action History
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Signed by Governor
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Passed By Senate. Votes: 21 YES
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Reported Out of Committee (Judiciary) in Senate with 1 Favorable, 3 On Its Merits
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Assigned to Judiciary Committee in Senate
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Passed By House. Votes: 37 YES 4 ABSENT
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Reported Out of Committee (Judiciary) in House with 7 On Its Merits
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Introduced and Assigned to Judiciary Committee in House
Sponsors
- David L. Wilson · Primary
- John "Jack" Walsh · Primary
- David P. Sokola · Primary
- Kerri Evelyn Harris · Primary
- Michael F. Smith · Primary
- Josue O Ortega · Primary
- Ray Seigfried · Primary
- Franklin D. Cooke · Primary
- Brian Pettyjohn · Primary
- Bryan Townsend · Primary
- Darius J. Brown · Primary
- Krista Griffith · Primary
- Melanie Ross Levin · Primary
- Sarah McBride · Primary
Sponsorship breakdown
Export CSV (upgrade) →14 sponsors · 0 co-sponsors · 48 not signed on
Sponsors (14)
- 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
- Sarah McBride
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.
Votes
| Party | Yea | Nay | Present | Not Voting |
|---|---|---|---|---|
| Democratic | 15 | 0 | 0 | 0 |
| Republican | 6 | 0 | 0 | 0 |
| Total | 21 | 0 | 0 | 0 |
| % 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 |
| Party | Yea | Nay | Present | Not Voting |
|---|---|---|---|---|
| Democratic | 24 | 0 | 0 | 3 |
| Republican | 13 | 0 | 0 | 1 |
| Total | 37 | 0 | 0 | 4 |
| % of votes cast | 90% | 0% | 0% | 10% |
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 | Not Voting |
| 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 |
Subjects
Frequently asked questions
- What does HB 352 do?
- 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.
- Who sponsors HB 352?
- HB 352 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 352?
- This bill has been enacted into law. Introduced April 09, 2026. Enacted.
- Where can I track HB 352?
- Track HB 352 free on One Click Politics — get push/email alerts when it moves.
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