Delaware HB 352

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.