DelawareHB 40153rd General Assembly (2024–2026)HouseWALLET

AN ACT TO AMEND CHAPTER 459, VOLUME 84 OF THE LAWS OF DELAWARE AND TITLES 6, 29, AND 30 OF THE DELAWARE CODE RELATING TO THE REGISTRATION OF TRADE NAMES.

Sponsored By: Krista Griffith (Democratic)

Signed by Governor

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Bill Overview

Analyzed Economic Effects

5 provisions identified: 1 benefits, 2 costs, 2 mixed.

Limited liability companies avoid association filings

Beginning June 2, 2025, limited liability companies are exempt from the association rule requiring a list of everyone involved. That rule requires unincorporated associations to file the list with the Division of Revenue before doing business in Delaware. The existing partnership exemption remains. This exemption does not remove separate trade-name registration requirements.

Taxpayers can face document service fees

Beginning June 2, 2025, Delaware's Division of Revenue can charge fees for certificates and other documents it issues. This includes documents showing the requesting taxpayer's tax status. The law does not set the fee amount. It also authorizes fees for collecting debts owed to agencies seeking collection. These fees count as items that reduce the Division's budgeted spending.

False business-name affidavits carry criminal liability

Beginning June 2, 2025, knowingly making or filing a false affidavit for corporation or limited liability company trade-name registration is false swearing. This extends the existing criminal rule to those filings. Affidavits already covered by the trade-name law remain subject to that rule.

Business trade names get online registration

The law moved the trade-name changes from February 1, 2025, to June 2, 2025. Corporations and limited liability companies can voluntarily register trade names that do not show their legal names. They must file online through the Delaware Trade Name Registry, run by the Division of Revenue, and pay $25 per certificate. Businesses operating in Delaware must give their formation date and state, with a sworn statement confirming those facts. Delaware corporations and limited liability companies not doing business there must provide a Delaware certificate of good standing. The Division records and numbers filings electronically and can issue rules to carry out the registration system.

Special trade-name licenses carry business fees

Beginning June 2, 2025, Delaware corporations and limited liability companies not doing business in Delaware need a special license before registering a trade name. The license costs $25, separate from the filing fee, and expires December 31 of the year issued. A three-year renewal costs three times the license fee then in effect: $75 when that fee is $25. Regulations can adjust renewal terms and conditions. Replacing a lost or stolen license costs $15 and covers only the original license's remaining term. The separate additional business-license fee does not apply solely because of this trade-name filing or these fees.

Sponsors & Cosponsors

Sponsor

Krista Griffith
Democratic • House

Cosponsors

Bryan Townsend
Democratic • Senate

Roll Call Votes

All Roll Calls

Yes: 58 • No: 0

Senate vote • 1/30/2025

Passed (3/5 required)

Yes: 19 • No: 0

House vote • 1/23/2025