DelawareDelaware LLCs with separate series may merge when law allows
Beginning August 1, 2026, Delaware LLCs with separate series may merge or change legal form when law permits, despite limits on individual series.
What it does
Starting August 1, 2026, Delaware LLCs with series may merge, change legal form, or combine with other companies when law permits it. Limits on an individual series do not block the whole company.
Starting August 1, 2026, a Delaware LLC agreement may set up one or more series that are neither protected nor registered. The agreement may also allow those series to be set up later.
Starting August 1, 2026, Delaware’s LLC law defines a “certificate of registered series” to include the certificate named elsewhere in that law and any amended version.
Argument forLLC owners could pursue a merger allowed by law without mistaking limits on an individual series for a ban on the whole company.
Argument againstPeople dealing with an individual series could find a whole-company merger harder to understand because the company and its series face different limits.
More detail
A Delaware LLC with series may merge, change legal form, or combine with another company when law permits it. This covers Delaware LLCs with one or more series of owners, managers, ownership interests, or assets. Delaware’s LLC law or another law must permit the company’s transaction. Separate limits on an individual series still apply to that series. This provision takes effect on August 1, 2026.
A Delaware LLC agreement may establish a series that is neither protected nor registered. This covers Delaware LLC series that are neither protected series nor registered series. The LLC agreement must establish the series or allow it to be established later. This provision takes effect on August 1, 2026.
Delaware’s LLC law defines a certificate of registered series. The definition covers the certificate named in Section 18-218 of Delaware’s LLC law and any amended version. This definition takes effect on August 1, 2026.
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Where it stands
- Introduced
- Passed House
- Passed Senate
- To Governor
- Became Law
Looking ahead
No hearings or votes scheduled.
History
- 2026
- Jun 10Signed by Governor Matt MeyerBecame Law
- May 19Passed By Senate. Votes: 21 YESPassed Senate
- Vote recorded Passage. Result: pass.Upper
- May 6Reported Out of Committee (Judiciary) in Senate with 1 Favorable, 3 On Its MeritsMinor
- Apr 21Assigned to Judiciary Committee in SenateMinor
- Vote recorded Passage. Result: pass.Lower
- Apr 21Passed By House. Votes: 37 YES 4 ABSENTPassed House
- Apr 15Reported Out of Committee (Judiciary) in House with 7 On Its MeritsMinor
- Apr 9Introduced and Assigned to Judiciary Committee in HouseIntroduced
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