DelawareSB 96153rd General Assembly (2024–2026)Senate

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

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Bill Overview

Analyzed Economic Effects

5 provisions identified: 1 benefits, 3 costs, 1 mixed.

Partnerships can void defective filings

Beginning August 1, 2025, Delaware partnership filers can use a correction to cancel an earlier statement or certificate. The correction must identify an error or defect. It must also say the earlier filing is nullified, void, or use words with a similar meaning.

Partnership agents face remote service limits

Beginning August 1, 2025, Delaware partnership registered agents cannot work solely through a virtual office, mail-forwarding service, or both. A virtual office means doing the work only online or through other remote communication.

Partnership filings require more supporting details

Beginning August 1, 2025, consolidations creating a Delaware partnership must attach a statement of partnership existence to the consolidation certificate. Foreign limited liability partnerships seeking Delaware qualification must list their formation jurisdiction or country and formation date. A partner must confirm that the partnership validly exists under its formation jurisdiction's law as of filing. The filing must give the number of partners as of its effective date.

Partnerships must pay tax before cancellation

Beginning August 1, 2025, partnerships must pay the full annual tax before submitting a filing that cancels their statement of existence. The tax is for the calendar year when the canceling statement or certificate takes effect. The provided text does not state the tax amount.

Partnership actions need not await notice

Beginning August 1, 2025, expanded rules allow approval of legally invalid partnership-related acts or waiver of their defects. They cover void or voidable acts by partnerships, partners, and other people acting in relation to a partnership. Approval or waiver can be express or implied through words, actions, inaction, or acceptance. Required notice remains required, but giving it is not a condition for approval or waiver to take effect.

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