Delaware 152nd General Assembly (2023-2024) Status: Enacted Bipartisan · 8 D · 2 R cosponsors

SB 113 — AN ACT TO AMEND TITLE 6 OF THE DELAWARE CODE RELATING TO THE CREATION, REGULATION, OPERATION, AND DISSOLUTION OF DOMESTIC LIMITED LIABILITY COMPANIES AND THE REGISTRATION AND REGULATION OF FOREIGN LIMITED LIABILITY COMPANIES.

Last action — Signed by Governor

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

This bill has been enacted into law. Introduced May 04, 2023. Enacted.

Prognosis

Likely to advance 98% · high confidence

Where this bill stands today.

Odds of enactment

High

How often bills like it became law.

  • Enacted

    Current position in the legislative process.

  • 15 sponsors

    15 primary, 0 co-sponsors signed on.

  • Bipartisan support

    Sponsored across 2 parties (8 D · 2 R) — cross-party backing.

  • 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.

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 the proposed amendments to the LLC Act: Section 1 amends § 18-204(a) of the LLC Act to clarify that certificates required by the LLC Act to be filed in the office of the Secretary of State are to be executed in the manner set forth in § 18-204(a). Section 2 amends § 18-205(a) of the LLC Act to clarify that a failure or refusal to execute any certificate required by the LLC Act is subject to § 18-205(a) of the LLC Act. Section 3 amends § 18-209(f) of the LLC Act. Currently, § 18-209(f) of the LLC Act permits a duly approved agreement of merger or consolidation or plan of merger to effect any amendment to a limited liability company agreement or effect the adoption of a new limited liability company agreement. This amendment to § 18-209(f) confirms that an amendment to a limited liability company agreement or adoption of a new limited liability company agreement effected pursuant to § 18-209(f) of the LLC Act may be effected only with respect to the limited liability company agreement of the surviving or resulting limited liability company and not with respect to the limited liability company agreement of a constituent limited liability company that is not the surviving or resulting limited liability company. Section 4 amends § 18-215 of the LLC Act. Currently, § 18-806 of the LLC Act permits revocation of dissolution of a limited liability company prior to the filing of a certificate of cancellation of the certificate of formation in the office of the Secretary of State; however, the LLC Act does not currently address revocation of termination of a protected series prior to the completion of the winding up of the protected series. This amendment adds a new §18-215(d) to permit revocation of termination of a protected series prior to the completion of the winding up of the protected series. Section 5 amends § 18-217(h) of the LLC Act. Currently, among other requirements, a certificate of division must state the name and business address of the division contact and the name and address of the division company where the plan of division is on file. Because this information may change over time, this amendment permits or requires the filing of a certificate of amendment of certificate of division to amend the name or business address of the division contact or the name and address of the division company where the plan of division is on file. The requirement to update such information in a certificate of division ends after the expiration of a period of 6 years following the effective date of the division. Section 5 also amends § 18-217(l)(1) of the LLC Act to clarify that pursuant to a division, a dividing company is divided into distinct and independent division companies as such term is used in the LLC Act. Finally, Section 5 also amends § 18-217(l)(9) of the LLC Act. Currently, under § 18-217 of the LLC Act, a dividing company does not need to survive a division. This amendment confirms that a dividing company need not be a surviving company. Section 6 amends § 18-218 of the LLC Act. Currently, § 18-806 of the LLC Act permits revocation of dissolution of a limited liability company prior to the filing of a certificate of cancellation of the certificate of formation in the office of the Secretary of State; however, the LLC Act does not currently address revocation of dissolution of a registered series prior to the filing of a certificate of cancellation of the certificate of registered series in the office of the Secretary of State. This amendment adds a new § 18-218(f) to permit revocation of dissolution of a registered series prior to the filing of a certificate of cancellation of the certificate of registered series in the office of the Secretary of State. Section 7 adds a new § 18-506 to the LLC Act to clarify that a subscription for a limited liability company interest may be irrevocable if the subscription states it is irrevocable to the extent provided by the terms of the subscription. Section 8 amends § 18-1105(a)(3) of the LLC Act to specify the fee payable to the Secretary of State to file a certificate of amendment of certificate of division. Section 9 amends § 18-1107(k) of the LLC Act to acknowledge that certificates of amendment of certificate of division should be accepted for filing by the Secretary of State if at least 1 division company is in good standing at the time of such filings. Section 10 provides that the amendments to the LLC Act take effect August 1, 2023. This Act requires a greater than majority vote for passage because § 11 of Article VIII of the Delaware Constitution requires the affirmative vote of three-fifths of the members elected to each house of the General Assembly to impose or levy a tax or license fee.

Bill Text

How this bill changes current law

5 changes Share ↗

AI-generated reading aid from the bill's amendatory text — verify against the official bill.

The bill amends regulations relating to the execution of certificates and the operation of limited liability companies in Delaware.

  • § 18-204

    this subchapter → this chapter

    The term 'subchapter' is changed to 'chapter', clarifying the reference.

  • § 18-205

    this subchapter → this chapter

    The term 'subchapter' is changed to 'chapter', clarifying the reference.

  • § 18-209

    this section → this section

    The term 'section' is retained to maintain clarity.

  • § 18-215

    this section → this section

    The term 'section' is retained to maintain clarity.

  • § 18-217

    this section → this section

    The term 'section' is retained to maintain clarity.

Action History

  1. Signed by Governor

  2. Passed By House. Votes: 39 YES 2 ABSENT

  3. Reported Out of Committee (Administration) in House with 5 On Its Merits

  4. Re-Assigned to Administration Committee in House

  5. Assigned to Judiciary Committee in House

  6. Passed By Senate. Votes: 21 YES

  7. Reported Out of Committee (Judiciary) in Senate with 4 Favorable, 1 On Its Merits

  8. Introduced and Assigned to Judiciary Committee in Senate

Sponsors

Sponsorship breakdown

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15 sponsors · 0 co-sponsors · 47 not signed on

Sponsors (15)

Co-sponsors (0)

None.

Not signed on (47)

47 members have not signed on to this bill.

Show all 47 →

"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

3/5

Passed 39 Yea · 0 Nay · 2 Other
Party YeaNayPresentNot Voting
Unaffiliated 8000
Democratic 19001
Republican 12001
Total 39002
% of votes cast 95%0%0%5%
How each member voted (41)
Member Party Vote
Michael Ramone — Yea
Paul S. Baumbach — Yea
Peter C. Schwartzkopf — Yea
Ruth Briggs King — Yea
Sean Matthews — Yea
Sherry Dorsey Walker — Yea
Stell Parker Selby — Yea
Valerie Longhurst — Yea
Cyndie Romer Democratic Yea
DeShanna U Neal Democratic Yea
Debra Heffernan Democratic Yea
Edward S. Osienski Democratic Yea
Eric Morrison Democratic Yea
Franklin D. Cooke Democratic Yea
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
Melissa Minor-Brown Democratic Yea
Nnamdi O. Chukwuocha Democratic Yea
Sean M. Lynn Democratic Yea
Sherae'a Moore Democratic Not Voting
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 Not Voting
Lyndon D. Yearick Republican Yea
Michael F. Smith Republican Yea
Richard G. Collins Republican Yea
Ronald E. Gray Republican Yea
Shannon Morris Republican Yea
Timothy D. Dukes Republican Yea

Official roll call →

3/5

Passed 21 Yea · 0 Nay
Party YeaNayPresentNot Voting
Democratic 13000
Republican 6000
Unaffiliated 2000
Total 21000
% of votes cast 100%0%0%0%
How each member voted (21)
Member Party Vote
Kyle Evans Gay — Yea
Sarah McBride — Yea
Bryan Townsend 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
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 →

Subjects

taxation
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 SB 113 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 the proposed amendments to the LLC Act: Section 1 amends § 18-204(a) of the LLC Act to clarify that certificates required by the LLC Act to be filed in the office of the Secretary of State are to be executed in the manner set forth in § 18-204(a). Section 2 amends § 18-205(a) of the LLC Act to clarify that a failure or refusal to execute any certificate required by the LLC Act is subject to § 18-205(a) of the LLC Act. Section 3 amends § 18-209(f) of the LLC Act. Currently, § 18-209(f) of the LLC Act permits a duly approved agreement of merger or consolidation or plan of merger to effect any amendment to a limited liability company agreement or effect the adoption of a new limited liability company agreement. This amendment to § 18-209(f) confirms that an amendment to a limited liability company agreement or adoption of a new limited liability company agreement effected pursuant to § 18-209(f) of the LLC Act may be effected only with respect to the limited liability company agreement of the surviving or resulting limited liability company and not with respect to the limited liability company agreement of a constituent limited liability company that is not the surviving or resulting limited liability company. Section 4 amends § 18-215 of the LLC Act. Currently, § 18-806 of the LLC Act permits revocation of dissolution of a limited liability company prior to the filing of a certificate of cancellation of the certificate of formation in the office of the Secretary of State; however, the LLC Act does not currently address revocation of termination of a protected series prior to the completion of the winding up of the protected series. This amendment adds a new §18-215(d) to permit revocation of termination of a protected series prior to the completion of the winding up of the protected series. Section 5 amends § 18-217(h) of the LLC Act. Currently, among other requirements, a certificate of division must state the name and business address of the division contact and the name and address of the division company where the plan of division is on file. Because this information may change over time, this amendment permits or requires the filing of a certificate of amendment of certificate of division to amend the name or business address of the division contact or the name and address of the division company where the plan of division is on file. The requirement to update such information in a certificate of division ends after the expiration of a period of 6 years following the effective date of the division. Section 5 also amends § 18-217(l)(1) of the LLC Act to clarify that pursuant to a division, a dividing company is divided into distinct and independent division companies as such term is used in the LLC Act. Finally, Section 5 also amends § 18-217(l)(9) of the LLC Act. Currently, under § 18-217 of the LLC Act, a dividing company does not need to survive a division. This amendment confirms that a dividing company need not be a surviving company. Section 6 amends § 18-218 of the LLC Act. Currently, § 18-806 of the LLC Act permits revocation of dissolution of a limited liability company prior to the filing of a certificate of cancellation of the certificate of formation in the office of the Secretary of State; however, the LLC Act does not currently address revocation of dissolution of a registered series prior to the filing of a certificate of cancellation of the certificate of registered series in the office of the Secretary of State. This amendment adds a new § 18-218(f) to permit revocation of dissolution of a registered series prior to the filing of a certificate of cancellation of the certificate of registered series in the office of the Secretary of State. Section 7 adds a new § 18-506 to the LLC Act to clarify that a subscription for a limited liability company interest may be irrevocable if the subscription states it is irrevocable to the extent provided by the terms of the subscription. Section 8 amends § 18-1105(a)(3) of the LLC Act to specify the fee payable to the Secretary of State to file a certificate of amendment of certificate of division. Section 9 amends § 18-1107(k) of the LLC Act to acknowledge that certificates of amendment of certificate of division should be accepted for filing by the Secretary of State if at least 1 division company is in good standing at the time of such filings. Section 10 provides that the amendments to the LLC Act take effect August 1, 2023. This Act requires a greater than majority vote for passage because § 11 of Article VIII of the Delaware Constitution requires the affirmative vote of three-fifths of the members elected to each house of the General Assembly to impose or levy a tax or license fee.
Who sponsors SB 113?
SB 113 is sponsored by Trey Paradee (Democratic), Timothy D. Dukes (Republican), William Bush (Democratic), John "Jack" Walsh (Democratic), Brian Pettyjohn (Republican), Spiros Mantzavinos (Democratic), Franklin D. Cooke (Democratic), Nicole Poore (Democratic), Darius J. Brown (Democratic), Bryan Townsend (Democratic), Kyle Evans Gay, Sean Matthews, Sarah McBride, Valerie Longhurst, and Peter C. Schwartzkopf.
What is the current status of SB 113?
This bill has been enacted into law. Introduced May 04, 2023. Enacted.
Where can I track SB 113?
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