Alerts

Delaware: Statutory Changes Effective August 1, 2025

On June 30, 2025, Delaware Governor Matt Meyer signed into law four significant bills that amend the state’s statutes governing corporations, limited liability companies (LLCs), limited partnerships (LPs), and general partnerships (GPs). These changes, effective August 1, 2025, introduce new compliance requirements and clarify existing legal processes for businesses operating under Delaware law.

Common Provisions Across All Four Bills

Two updates apply uniformly across the amended statutes:

Registered Agents Must Have a Physical Presence

A registered agent may not use a virtual office or mail forwarding service to perform its duties. A “virtual office” is defined as “the performance of duties or functions solely through the internet or solely through other means of remote communication.”

Codified Use of Certificates of Correction to Nullify Filings

While filing a certificate of correction to nullify a previously filed document was historically accepted, the law now explicitly authorizes this option. Such filings must identify the specific inaccuracy or defect and clearly state that the original instrument is nullified or void.

Highlights of Each Bill

Senate Bill 95 – General Corporation Law (Title 8)

This bill includes several notable changes for corporations:

New Disclosure Requirement: A corporation must now disclose the nature of its business on its annual franchise tax report.
Principal Office Restrictions: A corporation is now prohibited from using its registered agent’s address as its principal place of business, except when the corporation is acting as its own registered agent.
No Assumption of Registered Office Being Principal Office: As amended, Title 8 no longer includes provisions that deem a corporation’s registered office as the principal office or principal place of business in the state. Registered office is now clearly defined as the address of the registered agent appointed to accept service of process.
Streamlined Merger Filings: A certificate of merger or consolidation no longer needs to list the authorized capital stock of a foreign corporation that ceases to exist as a result of the merger or consolidation.
Updated Reinstatement Requirements: A certificate of revocation of dissolution for a domestic corporation must include the original incorporation date and the date of dissolution. When reinstating, a foreign corporation must file all annual reports and pay all applicable taxes and fees that would have been assessed during the period of forfeiture.
No Franchise Tax Relief via Correction or Validation: Filing a certificate of validation to ratify one or more defective corporate acts will not reduce the interest associated with the franchise taxes owed for previous periods. A corporation is not entitled to a refund of franchise taxes, penalties, or interest in connection with filing a certificate of correction or certificate of validation.
Extension of Internal Claims Protections: Statutory protections now apply to intra-corporate affairs claims, aligning with the Salzberg v. Sciabacucchi decision.

[Full text and further details available on the Delaware General Assembly website.]

Senate Bill 96 – Delaware Revised Uniform Partnership Act (Title 6)

Key updates for general partnerships (GPs) and limited liability partnerships (LLPs) include:

Consolidation Requirements: A statement of partnership existence must now be attached to a certificate of consolidation in which the resulting entity is a domestic partnership.
Foreign LLP Qualification: An LLP must disclose its jurisdiction of formation and formation date on its statement of foreign qualification, as well as include a statement from a partner that, as of the date of filing, the foreign LLP validly exists as a limited liability partnership under the laws of its jurisdiction of formation.
Tax Payment Upon Cancellation: A partnership must pay all annual taxes for the calendar year before filing a statement of cancellation.
Void or Voidable Acts: New provisions provide guidance on ratifications or waivers of a void, voidable act, or transaction to include those taken by any partner or other person in addition to those taken by the partnership.

[Full text and further details available on the Delaware General Assembly website.]

Senate Bill 97 – Delaware Revised Uniform Limited Partnership Act (Title 6)

Changes for limited partnerships (LPs) include:

Disclosure of Liquidating Trustees: A dissolved LP is required to file an amendment to disclose the names and addresses of any liquidating trustees, unless the limited partners are the liquidating trustees. If the limited partners are winding up the LP’s affairs, an amendment should be filed to reflect that fact.
New Filing Requirements: A certificate of limited partnership must be attached to a certificate of consolidation in which the resulting entity is a domestic LP.
Execution of Foreign LP Filings: An application for registration, certificate of correction, or certificate of cancellation shall be executed by any person authorized to execute the certificate on behalf of the foreign LP.
Tax Obligations: An LP must pay all annual taxes for the calendar year before filing a statement of cancellation or withdrawal.
Void or Voidable Acts: New provisions provide guidance on ratifications or waivers of a void, voidable act, or transaction to include those taken by any partner or other person in addition to those taken by the LP.

[Full text and further details available on the Delaware General Assembly website.]

Senate Bill 98 – Delaware Limited Liability Company Act (Title 6)

For LLCs, the law introduces the following changes:

Consolidation Filings: A domestic LLC formed via consolidation must attach a certificate of formation to the certificate of consolidation.
LLC Agreements: An LLC agreement may be amended in connection with a division of an LLC and a merger of a registered series of an LLC.
Tax Payment Required for Cancellation: An LLC must pay all annual taxes for the calendar year before filing a certificate of cancellation.
Void or Voidable Acts: New provisions provide guidance on ratifications or waivers of a void, voidable act, or transaction to include those taken by any member, manager, or other person in addition to those taken by the LLC.

[Full text and further details available on the Delaware General Assembly website.]

Practical Note: In conjunction with these statutory changes, the Delaware Secretary of State’s office may update their promulgated forms. If submitting a filing after August 1, please confirm that any forms being used are the most current version.

For full legislative texts and resources, visit the Delaware General Assembly’s website.

State-specific resources for Delaware (and all other states) can be accessed via Capitol Services’ website here.

ARMS Now Includes Texas PIRS

For reports due on or after January 1, 2024, the Texas Comptroller of Public Accounts increased the franchise no tax due threshold to $2.47 million and eliminated the requirement for taxable entities whose annualized total revenue is below that amount to file No Tax Due Reports. More information on this update can be found on the Texas Comptroller’s website.

With this change, we are excited to announce that we have added entities below the no tax due threshold to our Annual Report Management Service. In 2025, our team will file Texas Public Information Reports on behalf of our clients.

Texas Business Court

On September 1, 2024, the new Texas Business Court opened for business. The Texas Business Court is a statewide, specialized trial court created to resolve and streamline complex business disputes. The new court has jurisdiction over specific commercial cases, such as corporate governance and derivative proceedings, in which the amount in controversy exceeds $5 million. It may also hear cases exceeding $10 million in controversy for certain commercial transaction and contract disputes. Additionally, the Texas Business Court has jurisdiction over cases against publicly traded companies and began accepting qualified transfers upon opening.

The Texas Business Court is composed of eleven geographical divisions consistent with the existing Administrative Judicial Regions. The First, Third, Fourth, Eighth, and Eleventh divisions are currently operational. They are respectively located in Dallas, Travis, Bexar, Tarrant, and Harris counties and each include multiple surrounding counties. The remaining divisions will begin opening in 2026. Texas Business Court cases must be appealed to the new statewide Fifteenth Court of Appeals.

Capitol Services now includes the Texas Business Court in our litigation searches for jurisdictions that fall within one of the court’s newly opened divisions. As the remaining divisions become operational, we will continue to add the Texas Business Court to your litigation search options. More information, including a map and list of counties served by each division, can be found here.

Due Diligence Through OFAC Searches

Adherence to the U.S. Treasury Department’s requirements to limit tax evasion, money laundering, and terrorist funding is paramount today more than ever. Capitol Services is taking a proactive stance to assist businesses in meeting compliance with the Office of Foreign Assets Control (OFAC) rules regarding individuals and companies with whom U.S. companies are prohibited from doing business. Recognizing the severe consequences that can befall organizations violating these regulations—ranging from civil penalties to criminal charges—we are excited to introduce our latest offering: the OFAC Sanctions List Search. In a world where global transactions are the norm, understanding the background of your transactional parties is of the utmost importance. Doing business with individuals or entities found on the OFAC sanctions list is not only risky — but also illegal. Our OFAC Search adds a crucial dimension to your risk mitigation and due diligence, helping you navigate the intricate web of compliance effortlessly.

The OFAC Search is a new service offering designed to further facilitate due diligence in your transactions. These searches aim to identify whether any party involved in a transaction appears on watch lists maintained by the U.S. Department of Treasury. The searches are now available as a stand-alone service or as part of your preferred lien search package. Integrating seamlessly into your due diligence process, this tool provides an additional layer of security, helping ensure that your business transactions align with federal requirements.

Stay ahead of regulatory challenges and fortify your due diligence efforts with our OFAC Sanctions List Search. Trust Capitol Services to be your partner in compliance and risk management!

A Fresh Take

For this post of Did You Know?, we thought we’d switch it up a bit to give you valuable insight from a client’s perspective on their decision to invest in our Annual Report Management Service (ARMS).

Here’s some Q&A with Capitol Services’ ARMS client Kim M.:

Q: What was life like before enrolling in Annual Report Management Service (ARMS)?
Unorganized. We would file the reports when we got past-due notices.

Q: How has ARMS affected you and your company?
We’ve been able to get our reporting organized with visibility in one place.

Q: How much time would you say that ARMS saves you?
I couldn’t even imagine. With the number of companies we have, it would be a part-time job! Or a full-time job!

Q: What’s it like working with our ARMS team?
It’s great! Everybody is very prompt with their questions in all situations so our filings are made efficiently and on time. The stuff that needs to get done gets done; the ARMS team has been very flexible with our 3rd parties and they keep me on top of everything.

Q: Any unexpected benefits you’ve experienced with ARMS?
I feel more organized when we go into business deals knowing that we’re always in good standing.

Q: What’s one reason you’d recommend ARMS to your colleagues?
I like working with the team. The customer service is wonderful; super-helpful. We’re not just another number; if it’s important to me, it’s important to you guys. And that doesn’t always happen in today’s day.

Q: What would you say to a client who might be considering ARMS?
Do it. Yes, it costs money, but there’s always a cost — it’s whether you want to pay someone on your staff to do it, and not always have the security of them knowing what they’re doing. If it’s not right, you’ll have late fees and more costs to get back into good standing. So there’s always a cost — ARMS is absolutely worth it.

To experience how ARMS can make your life easier, reach out today for a quote.

Your White Glove Agent

Did you know that our company’s Registered Agent services stand out for a couple of key reasons? Instead of relying on virtual mailboxes, our registered office addresses are brick and mortar locations. Rather than outsourcing the processing of your sensitive legal documents received in the U.S. to individuals overseas, we take pride in our in-house capabilities, which result in better quality control and accuracy.

Courtesy of our workflow, we maintain direct authority over our Client Service Representatives (CSRs) who handle Service of Process. We carefully train our CSRs and ensure they have the expertise to handle these critical documents accurately, including the review and approval of each document before it is forwarded to you.

Beyond the benefits of in-house operations, our company takes data security and confidentiality seriously. We have implemented proprietary technology and internal methods that eliminate the need for third-party involvement in storing your Service of Process. This protects your documents and minimizes the risk of unauthorized access.

In addition to our advanced technology and robust security measures, we pride ourselves on providing superior service. When you contact us, you won’t encounter automated responses — instead, you’ll be greeted by a knowledgeable representative ready to assist you promptly and personally.

Choose our Registered Agent services for the peace of mind that comes with our in-house capabilities, rigorous quality control, and commitment to exceptional customer service. Experience the difference for yourself.

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