DelawareSB 97153rd General Assembly (2024–2026)Senate

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

Sponsored By: Darius J. Brown (Democratic)

Signed by Governor

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Bill Overview

Analyzed Economic Effects

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

Foreign partnerships gain more signing options

Beginning August 1, 2025, foreign limited partnerships can authorize someone other than a general partner to sign certain Delaware filings. These include certificates correcting an inaccurate registration application or canceling Delaware registration. The signer must have the partnership’s authority to sign on its behalf.

Partnerships can validate flawed business actions

Beginning August 1, 2025, partnerships can approve certain invalid or challengeable acts, or waive agreement requirements. Approval must come from those whose approval the agreement requires at that time for the act or an amendment permitting it. Approval can be express or shown through conduct, inaction, or acceptance; later notice is not needed for effectiveness. The act then counts as valid when originally taken. Interests issued or assigned through that act do not count when deciding whether approval occurred. Delaware’s Court of Chancery can decide disputes over these approvals or waivers.

Partnerships must pay tax before closing

Beginning August 1, 2025, domestic limited partnerships and registered series must pay their full annual tax before filing to end existence. Foreign limited partnerships must do the same before filing to end Delaware registration. Payment covers the calendar year when the filing takes effect, not necessarily the year it is filed. The usual June 1 deadline following the tax year, or payment on cancellation, remains subject to this pre-filing rule. Unpaid taxes accrue interest at 1.5% per month or part of a month; the provision does not specify the tax amount.

Partnerships can undo flawed filed certificates

Beginning August 1, 2025, partnerships can use a correction filing to cancel an inaccurate or wrongly signed certificate. The correction must identify the error, state the cancellation, and meet legal signing and filing requirements. Cancellation generally takes effect on the original filing date, undoing the earlier certificate. For people substantially harmed by that result, it takes effect only when the correction is filed.

Stronger notice delivery, stricter business-agent rules

Beginning August 1, 2025, registered agents must forward legal papers and communications for the partnerships and series they represent. They must also forward annual tax statements or electronic notices. Agents must maintain a Delaware office or, for individual agents, enough physical presence to perform their duties. They cannot work only through an online office, mail forwarding, or both. They must follow the Secretary of State’s rules for checking business contacts’ identities and people whose records they keep.

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 (SM required)

Yes: 39 • No: 0

Senate vote • 5/6/2025