DelawareSB 95153rd General Assembly (2024–2026)SenateWALLET

AN ACT TO AMEND TITLE 8 OF THE DELAWARE CODE RELATING TO THE GENERAL CORPORATION LAW.

Sponsored By: Darius J. Brown (Democratic)

Signed by Governor

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Bill Overview

Analyzed Economic Effects

6 provisions identified: 1 benefits, 1 costs, 4 mixed.

No bearer scrip for fractional shares

Beginning August 1, 2025, companies cannot issue fractional‑share scrip or warrants in bearer form. They may still issue registered scrip or warrants.

Catch up franchise taxes to reinstate

Beginning August 1, 2025, if you file a validation for a time when your charter was forfeited or void, you must file all missed annual reports and pay franchise taxes and interest for that period at filing. A Section 204 validation does not lower past franchise taxes or interest and does not create refund rights; prior‑period amounts are figured at current rates. A foreign corporation regaining Delaware qualification must first file missed reports and pay all required fees. No refund is granted in connection with correction or validation filings; you may still petition, but you must file by March 1 of the second calendar year after the year at issue.

Easier fixes and cleaner merger filings

Beginning August 1, 2025, you can file a certificate of correction to fix errors in a filed document or to nullify a defective filing, or file a corrected document. Merger and consolidation certificates no longer need to list the authorized capital of foreign corporations that ceased to exist in the deal. Revocation or restoration certificates must now include the original charter filing date and the dissolution filing date.

New rules for registered agents and reports

Beginning August 1, 2025, a corporation’s “registered office” means the Delaware address of its registered agent. You generally cannot list the agent’s office as your main business address unless your principal place of business is in Delaware and you are your own agent. Annual franchise tax reports must state the nature of the business. Registered agents must have a real Delaware presence, accept and forward service and notices, follow identity‑check rules, and cannot operate only as a virtual office.

No fee-shifting, Delaware forum for disputes

Beginning August 1, 2025, Delaware charters and bylaws cannot make stockholders pay any party’s legal fees in internal corporate or stockholder suits. A company can require that internal corporate claims be filed only in Delaware courts. It cannot bar filing those claims in Delaware. For non‑internal claims, a chosen forum may be used only if at least one Delaware court remains available.

RICs lose special franchise tax method

For tax years starting January 1, 2026, Delaware repeals the alternative franchise tax calculation for regulated investment companies. The tax impact varies by company.

Sponsors & Cosponsors

Sponsor

Darius J. Brown
Democratic • Senate

Cosponsors

William Bush
Democratic • House
Krista Griffith
Democratic • House
Kyra L. Hoffner
Democratic • Senate
Spiros Mantzavinos
Democratic • Senate
Trey Paradee
Democratic • Senate
Brian Pettyjohn
Republican • Senate
Bryan Townsend
Democratic • Senate

Roll Call Votes

All Roll Calls

Yes: 59 • No: 0

House vote • 6/25/2025

Passed (2/3 required)

Yes: 39 • No: 0

Senate vote • 5/6/2025