Judiciary committee advances annual corporate‑law package clarifying series, registered‑agent duties and charter rules

Representative Griffith presented a set of routine corporate‑law amendments (HB352, HB353, HB354) described as technical and clarifying changes to the Limited Liability Company Act, the Delaware Revised Uniform Limited Partnership Act and the General Corporation Law.

David Harris, chair of the LLC and partnership subcommittee of the Delaware State Bar Association, explained amendments addressing the treatment of "series" (clarifying when a protected or registered series may convert or merge and adding a definition for a certificate of registered series). He said the changes prevent misinterpretation that would otherwise limit an LLC's ability to merge.

James Honecker, chair of the Corporation Law Council, described amendments to clarify how charter opt‑out language interacts with the 2023 "votes cast" standard, duties of registered agents following dissolution (transferring certain duties to the Secretary of State for a fee), and rules for reviving void corporations that failed to pay franchise taxes. Both witnesses described multi‑stage vetting including subcommittee review, council approval, and the Bar Association executive committee.

After brief technical questions from members, motions to release the three bills were seconded and passed by roll call; the bills were released from committee.