DelawareSB 97153rd General Assembly (2024–2026)SenateWALLET

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

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

Stricter rules for Delaware registered agents

Beginning August 1, 2025, registered agents must keep a Delaware office or be regularly present in Delaware. Foreign-entity agents must be authorized to do business in Delaware. Agents must accept and forward legal papers and annual tax notices. Agents must follow identity checks set by the Secretary of State. Agents cannot operate only through a virtual office or mail forwarding.

Simpler corrections for foreign LPs

Beginning August 1, 2025, if a foreign LP’s registration was or became false, it must promptly file a corrective certificate. Any authorized person may sign the correction and pay the required fee. A foreign LP may cancel its registration with a signed certificate of cancellation and the same fee.

Annual LP tax due June 1

Beginning August 1, 2025, the annual tax for limited partnerships is due June 1 after the calendar year or at cancellation. Unpaid tax accrues 1.5% interest each month or part of a month. The Secretary of State collects the tax and sends it to the Department of Finance.

Easier LP windups and fixes

Beginning August 1, 2025, people winding up a dissolved partnership must be added to the certificate. Those people sign filings and do not become liable as general partners by that filing. During windup, liquidating trustees may sign certificates that usually need general partners. If limited partners are trustees, those owning over 50% of profits must sign. A premature cancellation can be corrected by filing a certificate of correction. Partners can ratify acts that were void or voidable, making them valid from the original date. Service on the registered agent counts as service on the partnership.

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