DelawareSB 96153rd General Assembly (2024–2026)SenateWALLET

AN ACT TO AMEND TITLE 6 OF THE DELAWARE CODE RELATING TO THE DELAWARE REVISED UNIFORM PARTNERSHIP ACT.

Sponsored By: Darius J. Brown (Democratic)

Signed by Governor

Your PRIA Score

Score Hidden

Personalized for You

How does this bill affect your finances?

Sign up for a PRIA Policy Scan to see your personalized alignment score for this bill and every other piece of legislation we track. We analyze your financial profile against policy provisions to show you exactly what matters to your wallet.

Free to start

Bill Overview

Analyzed Economic Effects

4 provisions identified: 0 benefits, 3 costs, 1 mixed.

New rules for Delaware registered agents

Beginning August 1, 2025, registered agents for Delaware partnerships must keep a real presence in Delaware. A business agent must keep a Delaware office that is generally open. An individual agent must be generally present at a set Delaware location to accept legal papers. Fully virtual or mail‑forwarding agents are banned. A foreign‑entity agent must be authorized to do business in Delaware. Agents must accept service of process and other notices, and forward them to the partnership. Agents must also send the annual tax statement, or an approved electronic notice, to the partnership. Agents that keep contact records must follow identity‑check rules set by the Secretary of State.

Partnership tax deadlines and interest

Beginning August 1, 2025, the annual partnership tax is due on June 1 after the calendar year ends. If a partnership’s statement of existence will be cancelled by a filing, the full tax for that calendar year must be paid before that filing. The Secretary of State collects the tax and sends it to the Department of Finance. Unpaid tax accrues interest at 1.5% per month. Interest = unpaid tax × 1.5% × number of months overdue.

More details in merger and foreign filings

Beginning August 1, 2025, Delaware partnerships that merge or consolidate must file a certificate with set details. If no statement of partnership existence is on file, one must be filed. The certificate must list the entities, jurisdictions, approvals, the surviving or resulting entity, where the agreement is kept, and any future effective date or time. If the survivor is not formed in Delaware, it must appoint the Secretary of State to receive service and give a mailing address. Foreign limited liability partnerships that want to do business in Delaware must file a statement showing the formation jurisdiction and date, a statement of valid existence, the registered office and agent, the number of partners when effective, and any future effective date or time.

Fixing past partnership acts and filings

Beginning August 1, 2025, a partnership can correct or void a past filing by filing a statement or certificate of correction. The correction must state what was wrong and show the fix or the nullification. The fix counts from the original filing date, except for people who are substantially and adversely affected; for them it counts only from the correction date. A partnership can also ratify or waive a past void or voidable act if the people who needed to approve it do so. Some supposed issuances or assignments of partnership interests do not count when deciding approval. Notice can be given after ratification and the ratification remains effective. The Court of Chancery can decide disputes, with the partnership named as a party.

Sponsors & Cosponsors

Sponsor

Darius J. Brown
Democratic • Senate

Cosponsors

William Bush
Democratic • House
Franklin D. Cooke
Democratic • House
Krista Griffith
Democratic • House
Kyra L. Hoffner
Democratic • Senate
Spiros Mantzavinos
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 (SM required)

Yes: 39 • No: 0

Senate vote • 5/6/2025