DelawareSB 98153rd General Assembly (2024–2026)SenateWALLET

AN ACT TO AMEND TITLE 6 OF THE DELAWARE CODE RELATING TO THE DELAWARE LIMITED LIABILITY COMPANY ACT.

Sponsored By: Darius J. Brown (Democratic)

Signed by Governor

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Bill Overview

Analyzed Economic Effects

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

Clearer rules to fix LLC actions

Beginning August 1, 2025, members or managers can ratify acts that were void or voidable, and those acts are treated as valid from the original time. If ownership interests were involved, they are treated as not issued for the fix. The Court of Chancery can decide any challenge, and serving the registered agent counts as serving the LLC. Supermajority amendment clauses only apply to terms the agreement clearly lists, unless the agreement says otherwise. If an LLC formed on or after January 1, 2012 has no amendment process in its agreement, all members can approve changes or use options allowed by law.

Delaware LLC agents must have real offices

Beginning August 1, 2025, registered agents for Delaware LLCs must keep a Delaware business office or be regularly present at a Delaware location. Agents cannot do the job only through a virtual office or only by mail forwarding. They must accept and quickly forward lawsuits and annual tax notices. Agents for foreign companies must be authorized to do business in Delaware. Agents must follow Secretary of State identity‑check rules.

Annual Delaware LLC tax due June 1

Beginning August 1, 2025, the annual tax for Delaware LLCs and registered series is due June 1 after the calendar year ends. If you plan to end the LLC or its registration by filing, you must pay the full year’s tax before you file. Unpaid tax adds 1.5% interest each month or part of a month until paid.

Merger filings and service in Delaware

Beginning August 1, 2025, you can correct or nullify a defective filing (including a mistaken cancellation) by filing a certificate of correction. The fix generally applies back to the original date, except for people substantially and adversely affected; for them it applies from the correction date. When a Delaware LLC survives a merger, the merger certificate must list required details and where the agreement is kept, and give free copies on request. If the survivor is not a Delaware business, it must appoint the Secretary of State for service in Delaware and provide a mailing address. The Secretary of State may allow electronic service.

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
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