HB 336 — AN ACT TO AMEND TITLE 6 OF THE DELAWARE CODE RELATING TO THE DELAWARE LIMITED LIABILITY COMPANY ACT.
Last action — Signed by Governor
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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 March 07, 2024. Enacted.
Odds of enactment
High chanceBased on the sponsor, cosponsors, and committee posture, this bill has a high chance of becoming law.
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A statistical estimate from our own model of past outcomes — an insight, not a guarantee. Policymaking is volatile.
Prognosis
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Enacted
Current position in the legislative process.
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13 sponsors
13 primary, 0 co-sponsors signed on.
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Bipartisan support
Sponsored across 2 parties (8 D · 1 R) — cross-party backing.
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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.
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 § 18-209 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.
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: 19 YES 2 ABSENT
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Reported Out of Committee (Judiciary) in Senate with 5 On Its Merits
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Assigned to Judiciary Committee in Senate
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Passed By House. Votes: 38 YES 3 ABSENT
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Reported Out of Committee (Judiciary) in House with 8 On Its Merits
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Introduced and Assigned to Judiciary Committee in House
Sponsors
- John "Jack" Walsh · Primary
- David P. Sokola · Primary
- Brian Pettyjohn · Primary
- Franklin D. Cooke · Primary
- William Bush · Primary
- Darius J. Brown · Primary
- Bryan Townsend · Primary
- Kendra Johnson · Primary
- Krista Griffith · Primary
- Sarah McBride · Primary
- Sherry Dorsey Walker · Primary
- Sean Matthews · Primary
- Peter C. Schwartzkopf · Primary
Sponsorship breakdown
Export CSV (upgrade) →13 sponsors · 0 co-sponsors · 49 not signed on
Sponsors (13)
- John "Jack" Walsh Democratic
- David P. Sokola Democratic
- Brian Pettyjohn Republican
- Franklin D. Cooke Democratic
- William Bush Democratic
- Darius J. Brown Democratic
- Bryan Townsend Democratic
- Kendra Johnson Democratic
- Krista Griffith Democratic
- Sarah McBride
- Sherry Dorsey Walker
- Sean Matthews
- Peter C. Schwartzkopf
Co-sponsors (0)
None.
Not signed on (49)
49 members have not signed on to this bill.
Show all 49 →"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 | 11 | 0 | 0 | 2 |
| Republican | 6 | 0 | 0 | 0 |
| Unaffiliated | 2 | 0 | 0 | 0 |
| Total | 19 | 0 | 0 | 2 |
| % of votes cast | 90% | 0% | 0% | 10% |
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 | Not Voting |
| Laura V. Sturgeon | Democratic | Yea |
| Marie Pinkney | Democratic | Not Voting |
| 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 |
| Party | Yea | Nay | Present | Not Voting |
|---|---|---|---|---|
| Unaffiliated | 7 | 0 | 0 | 0 |
| Democratic | 18 | 0 | 0 | 2 |
| Republican | 13 | 0 | 0 | 1 |
| Total | 38 | 0 | 0 | 3 |
| % of votes cast | 93% | 0% | 0% | 7% |
How each member voted (41)
Subjects
Frequently asked questions
- What does HB 336 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 § 18-209 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.
- Who sponsors HB 336?
- HB 336 is sponsored by John "Jack" Walsh (Democratic), David P. Sokola (Democratic), Brian Pettyjohn (Republican), Franklin D. Cooke (Democratic), William Bush (Democratic), Darius J. Brown (Democratic), Bryan Townsend (Democratic), Kendra Johnson (Democratic), Krista Griffith (Democratic), Sarah McBride, Sherry Dorsey Walker, Sean Matthews, and Peter C. Schwartzkopf.
- What is the current status of HB 336?
- This bill has been enacted into law. Introduced March 07, 2024. Enacted.
- Where can I track HB 336?
- Track HB 336 free on One Click Politics — get push/email alerts when it moves.
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