# Delaware SB 98: AN ACT TO AMEND TITLE 6 OF THE DELAWARE CODE RELATING TO THE DELAWARE LIMITED LIABILITY COMPANY ACT. Delaware SB 98, AN ACT TO AMEND TITLE 6 OF THE DELAWARE CODE RELATING TO THE DELAWARE LIMITED LIABILITY COMPANY ACT., is a 153rd General Assembly (2024–2026) Senate bill sponsored by Darius J. Brown (Democratic); status signed, last action 2025-06-30 (Signed by Governor) (as of 2026-10-19). - Canonical: https://policyrisk.com/state-bill/DE-SB98-153 - As of: 2026-10-19 - Plain-text twin of the page above; the HTML and this file carry the same facts. ## Facts - Bill: Delaware SB 98 - State: Delaware - Session: 153rd General Assembly (2024–2026) - Title: AN ACT TO AMEND TITLE 6 OF THE DELAWARE CODE RELATING TO THE DELAWARE LIMITED LIABILITY COMPANY ACT. - Status: signed - Chamber: Senate - Introduced: 2025-04-08 - Last action: 2025-06-30, Signed by Governor - Sponsor: Darius J. Brown (Democratic) - Cosponsors: 6 - Touches household money: no - Roll calls: 2 (59 yes, 0 no in all) - Economic provisions PRIA read: 6 ## Summary No summary available. ## Bill overview: provisions PRIA read - Clearer rules for changing LLC agreements: benefit, low. Beginning August 1, 2025, LLC agreements can be changed through their own amendment rules or methods allowed by law. This includes changes allowed during LLC divisions and mergers of registered series. If the agreement has no amendment rules, all members must approve unless another method is allowe… - LLCs can undo flawed state filings: benefit, low. Beginning August 1, 2025, Delaware LLCs can correct or cancel inaccurate filings or filings signed improperly or by mistake. A certificate of correction must identify the problem and state that the earlier filing is canceled when seeking cancellation. The change generally takes effect on the origin… - More ways to validate LLC actions: benefit, low. Beginning August 1, 2025, an LLC's required approvers can validate otherwise invalid actions or waive defects through words or conduct. Silence or inaction can also count, and approval can occur when the action happens. Approval must come from those whose consent the LLC agreement requires, includi… - More paperwork for LLC business combinations: cost, low. Beginning August 1, 2025, consolidations forming a Delaware LLC must attach the new LLC's certificate of formation. Merger and consolidation filings must identify the entities involved, required approvals, and the surviving or resulting entity. They must also state any delayed effective date, where… - Stricter rules for business registered agents: cost, low. Beginning August 1, 2025, Delaware LLC registered agents cannot work only through an online office, mail forwarding, or both. Agents must maintain a staffed Delaware location for receiving legal papers. They must follow state rules for checking contact identities and ensure foreign entities they re… - LLCs must pay taxes before closing: cost, low. Beginning August 1, 2025, Delaware LLCs, registered series, and foreign LLCs registered in Delaware have a June 1 annual tax deadline. That deadline follows the close of the calendar year. Before filing to close or end Delaware registration, they must pay the full annual tax for the filing's effect… ## Sponsors and cosponsors - Sponsor: Darius J. Brown (Democratic), Senate - Cosponsor: William Bush (Democratic), House - Cosponsor: Krista Griffith (Democratic), House - Cosponsor: Kyra L. Hoffner (Democratic), Senate - Cosponsor: Spiros Mantzavinos (Democratic), Senate - Cosponsor: Brian Pettyjohn (Republican), Senate - Cosponsor: Bryan Townsend (Democratic), Senate ## Roll call votes | Date | Chamber | Motion | Result | Yes | No | Other | | --- | --- | --- | --- | --- | --- | --- | | 2025-06-25 | House | Passed (SM required) | pass | 39 | 0 | | | 2025-05-06 | Senate | Passed (SM required) | pass | 20 | 0 | | ## Actions (7) - 2025-06-30: Signed by Governor (Governor) - 2025-06-25: Passed By House. Votes: 39 YES 1 ABSENT 1 VACANT (House) - 2025-05-21: Reported Out of Committee (Judiciary) in House with 8 On Its Merits (House) - 2025-05-07: Assigned to Judiciary Committee in House (House) - 2025-05-06: Passed By Senate. Votes: 20 YES 1 ABSENT (Senate) - 2025-04-17: Reported Out of Committee (Judiciary) in Senate with 2 Favorable, 2 On Its Merits (Senate) - 2025-04-08: Introduced and Assigned to Judiciary Committee in Senate (Senate) ## Bill text - Current, 2025-04-08: [HTML](https://legis.delaware.gov/json/BillDetail/GenerateHtmlDocument?legislationId=142069&legislationTypeId=1&docTypeId=2) ## Related bills - HS 1 for HB 449: AN ACT TO AMEND TITLE 24 OF THE DELAWARE CODE RELATING TO THE DIETITIAN/NUTRITIONIST LICENSURE ACT. (passed house) - HB 357: AN ACT TO AMEND TITLES 10 AND 13 OF THE DELAWARE CODE RELATING TO THE DUTY TO SUPPORT POOR PERSONS. (signed) - SB 231: AN ACT TO AMEND TITLE 14 OF THE DELAWARE CODE RELATING TO SCHOOL SOCIAL WORKERS. (vetoed) - SB 279: AN ACT TO AMEND TITLE 14 OF THE DELAWARE CODE RELATING TO SCHOOL-BASED OCCUPATIONAL THERAPISTS. (vetoed) - HB 393: AN ACT TO AMEND TITLE 26 OF THE DELAWARE CODE RELATING TO PROTECTIONS FOR PUBLIC UTILITY CONSUMERS. (vetoed) - HB 356: AN ACT TO AMEND TITLE 16 OF THE DELAWARE CODE RELATING TO PFAS IN FIREFIGHTING FOAM AND EQUIPMENT. (failed) ## Sources - [Current (HTML)](https://legis.delaware.gov/json/BillDetail/GenerateHtmlDocument?legislationId=142069&legislationTypeId=1&docTypeId=2) ## Related - [HS 1 for HB 449: AN ACT TO AMEND TITLE 24 OF THE DELAWARE CODE RELATING TO THE DIETITIAN/NUTRITI…](https://policyrisk.com/state-bill/DE-HS1FORHB449-153) - [HB 357: AN ACT TO AMEND TITLES 10 AND 13 OF THE DELAWARE CODE RELATING TO THE DUTY TO S…](https://policyrisk.com/state-bill/DE-HB357-153) - [SB 231: AN ACT TO AMEND TITLE 14 OF THE DELAWARE CODE RELATING TO SCHOOL SOCIAL WORKERS.](https://policyrisk.com/state-bill/DE-SB231-153) - [SB 279: AN ACT TO AMEND TITLE 14 OF THE DELAWARE CODE RELATING TO SCHOOL-BASED OCCUPATI…](https://policyrisk.com/state-bill/DE-SB279-153) - [HB 393: AN ACT TO AMEND TITLE 26 OF THE DELAWARE CODE RELATING TO PROTECTIONS FOR PUBLI…](https://policyrisk.com/state-bill/DE-HB393-153) - [HB 356: AN ACT TO AMEND TITLE 16 OF THE DELAWARE CODE RELATING TO PFAS IN FIREFIGHTING…](https://policyrisk.com/state-bill/DE-HB356-153) - [Delaware bills](https://policyrisk.com/states/delaware/bills) - [Delaware state hub](https://policyrisk.com/states/delaware) - [All state legislation](https://policyrisk.com/state-bills) Source: PRIA, https://policyrisk.com/state-bill/DE-SB98-153 (as of 2026-10-19).