DelawareSB 98153rd General Assembly (2024–2026)Senate

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

6 provisions identified: 3 benefits, 3 costs, 0 mixed.

Clearer rules for changing LLC agreements

Beginning August 1, 2025, LLC agreements can be changed through their own amendment rules or methods allowed by law. This includes changes allowed during LLC divisions and mergers of registered series. If the agreement has no amendment rules, all members must approve unless another method is allowed by law. These revised amendment rules apply only to LLCs whose original formation certificate was filed on or after January 1, 2012.

LLCs can undo flawed state filings

Beginning August 1, 2025, Delaware LLCs can correct or cancel inaccurate filings or filings signed improperly or by mistake. A certificate of correction must identify the problem and state that the earlier filing is canceled when seeking cancellation. The change generally takes effect on the original filing date. For someone substantially and adversely affected, it takes effect when the correction is filed. A certificate of cancellation can be undone only if filed before dissolution or completion of winding up.

More ways to validate LLC actions

Beginning August 1, 2025, an LLC's required approvers can validate otherwise invalid actions or waive defects through words or conduct. Silence or inaction can also count, and approval can occur when the action happens. Approval must come from those whose consent the LLC agreement requires, including consent to amend it to permit the action. Required notices still must be given, but they are not needed for approval or waiver to take effect. Delaware's Court of Chancery can decide disputes about whether an approval or waiver is valid.

More paperwork for LLC business combinations

Beginning August 1, 2025, consolidations forming a Delaware LLC must attach the new LLC's certificate of formation. Merger and consolidation filings must identify the entities involved, required approvals, and the surviving or resulting entity. They must also state any delayed effective date, where the agreement is kept, and that copies are available on request. A surviving Delaware LLC's filing must state any changes to its formation certificate. If the survivor is not a Delaware LLC, the filing must appoint the Secretary of State to receive legal papers.

Stricter rules for business registered agents

Beginning August 1, 2025, Delaware LLC registered agents cannot work only through an online office, mail forwarding, or both. Agents must maintain a staffed Delaware location for receiving legal papers. They must follow state rules for checking contact identities and ensure foreign entities they represent have proper Delaware authorization. Agents must accept and promptly forward legal papers and communications for LLCs and their protected or registered series. They must also forward annual tax statements or electronic notices to the LLC.

LLCs must pay taxes before closing

Beginning August 1, 2025, Delaware LLCs, registered series, and foreign LLCs registered in Delaware have a June 1 annual tax deadline. That deadline follows the close of the calendar year. Before filing to close or end Delaware registration, they must pay the full annual tax for the filing's effective calendar year. Unpaid annual tax earns interest at 1.5% per month, including any part of a month. The Secretary of State collects the taxes and sends them to the Department of Finance.

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