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.