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House approves corporate-law updates clarifying registered-agent, LLC and limited partnership rules
Summary
The House passed a trio of bills updating Delaware corporate law: HB 353 (amended), HB 352 (LLC Act changes) and HB 354 (revised limited partnership rules). Sponsors said the changes clarify registered-agent duties and series/merger rules for alternative entities.
The Delaware House on April 21 approved a set of corporate law bills described by sponsors as technical clarifications requested by practitioners and state counsel.
Representative Griffith presented three related measures—House Bill 353 (changes to Title 8, the General Corporation Law), House Bill 352 (amendments to the Delaware Limited Liability Company Act, Title 6) and House Bill 354 (revisions to the Uniform Limited Partnership Act). Griffith said the package reflects recommendations from the Delaware General Counsel and the Delaware State Bar Association's executive committee.
On HB 353, Representative Griffith offered House Amendment 1 (sponsored by Representative Kerfitt) to ensure that if a related fee bill (House Bill 400) failed, the corporate package would not be adversely affected. "This amendment simply makes sure that if House Bill number 400, which is a fee bill related to the corporate package, doesn't pass the House, this amendment will neither hurt nor harm 3 53," Griffith said. The amendment passed by voice vote, and the amended bill received the required two-thirds support and passed the House.
Griffith said HB 352 fixes language concerning LLC series and clarifies when series may or may not merge or convert. HB 354 permits certain procedural filings by a former general partner to reflect changed partnership status. Sponsors said the bills were reviewed by the relevant bar association committees and corporate law subcommittees before being brought to the floor.
Roll-call tallies recorded in the transcript show HB 353 passed as amended by the necessary two-thirds majority (38 yes, 3 absent), HB 352 passed (37 yes, 4 absent), and HB 354 passed (37 yes, 4 absent). The bills make statutory clarifications; sponsors characterized them as technical work to align code with current practice. No amendments that substantively expanded program spending were recorded on the floor.
