# Delaware SB 95: AN ACT TO AMEND TITLE 8 OF THE DELAWARE CODE RELATING TO THE GENERAL CORPORATION LAW.

Delaware SB 95, AN ACT TO AMEND TITLE 8 OF THE DELAWARE CODE RELATING TO THE GENERAL CORPORATION LAW., 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-SB95-153
- 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 95
- State: Delaware
- Session: 153rd General Assembly (2024–2026)
- Title: AN ACT TO AMEND TITLE 8 OF THE DELAWARE CODE RELATING TO THE GENERAL CORPORATION LAW.
- Status: signed
- Chamber: Senate
- Introduced: 2025-04-08
- Last action: 2025-06-30, Signed by Governor
- Sponsor: Darius J. Brown (Democratic)
- Cosponsors: 7
- Touches household money: no
- Roll calls: 2 (59 yes, 0 no in all)
- Economic provisions PRIA read: 10

## Summary

No summary available.

## Bill overview: provisions PRIA read

- Shareholders gain protection from legal fees: benefit, low. Beginning August 1, 2025, Delaware corporate charters and bylaws cannot shift covered legal costs onto shareholders. This covers internal corporate claims and other claims brought as a shareholder or on the corporation’s behalf. The ban covers the corporation’s or another party’s legal fees and exp…
- Corporations can cancel defective filed documents: benefit, low. Beginning August 1, 2025, Delaware corporations can cancel certain defective documents by filing a correction certificate with the Secretary of State. This covers documents that inaccurately record corporate action or were improperly signed, sealed, or acknowledged. The certificate must identify th…
- Corporate registered agents face tighter rules: cost, low. Beginning August 1, 2025, registered agents for Delaware and out-of-state corporations cannot work solely through virtual offices or mail-forwarding services. This includes work done only through the internet or other remote communication. Agents must maintain a generally open Delaware business off…
- Corporations must report accurate business details: cost, low. Beginning August 1, 2025, Delaware corporate annual reports must describe the business and give its actual main business address. A registered agent’s address is allowed only when the corporation operates there in Delaware and serves as its own agent. Reports must list the Delaware registered offic…
- Fractional-share records must identify their holders: cost, low. Beginning August 1, 2025, Delaware corporations cannot issue bearer-form scrip or warrants in place of fractional shares. These instruments represent interests smaller than one full share. They must use registered form, identifying the holder, either with or without a paper certificate.
- Out-of-state corporations must clear overdue fees: cost, low. Beginning August 1, 2025, out-of-state corporations must clear overdue reports and fees to regain forfeited Delaware business qualification. They must file a reinstatement certificate and every annual report due during the forfeiture period. They must also pay all required fees from that period. Re…
- Corporate filing fixes cannot unlock refunds: cost, low. Beginning August 1, 2025, validation filings cannot lower earlier franchise taxes or interest, or produce refunds for those periods. Additional tax and interest for earlier periods use the rates in effect when calculated. Delaware cannot refund taxes, penalties, or interest tied to correction or va…
- Investment companies lose special tax calculation: cost, low. For tax years beginning on or after January 1, 2026, Delaware removes its special franchise-tax calculation for regulated investment companies. The repealed calculation used average gross assets and included a $100,000 annual cap. Companies qualifying as regulated investment companies under federal…
- Returning corporations face back-tax payment rules: cost, low. Beginning August 1, 2025, domestic corporations seeking revival after charter forfeiture must pay taxes, penalties, and interest due at forfeiture. Revival more than five years later carries an enhanced penalty equal to three times the annual tax at current rates. Revived corporations validating ac…
- Shareholder lawsuits retain Delaware court access: mixed, low. Beginning August 1, 2025, Delaware corporations can set required courts or venues for covered shareholder lawsuits. Their charters and bylaws cannot block internal corporate claims from Delaware courts. For other covered corporate-affairs claims, at least one Delaware court with jurisdiction must r…

## 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: Trey Paradee (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 (2/3 required) | pass | 39 | 0 |   |
| 2025-05-06 | Senate | Passed (2/3 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=142081&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=142081&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)
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Source: PRIA, https://policyrisk.com/state-bill/DE-SB95-153 (as of 2026-10-19).