On June 30, 2025, Delaware Governor Matt Meyer signed into law the 2025 amendments to the General Corporation Law of the State of Delaware (the “DGCL”), the Delaware Limited Liability Company Act (the “LLC Act”), Delaware Revised Uniform Limited Partnership Act (the “LP Act”) and the Delaware Revised Uniform Partnership Act (the “GP Act”). The LLC Act, LP Act, and the GP Act, along with the Delaware Statutory Trust Act (the “Statutory Trust Act”), are sometimes referred to as the “Alternative Entity Statutes.” There were no amendments to the Statutory Trust Act this year.
Set forth below is a brief summary of the most significant changes contemplated by these amendments to the DGCL and Alternative Entity Statutes. The amendments will become effective on August 1, 2025, with the exception of the changes affecting DGCL § 503(h), which will take effect as detailed below.
What You Need to Know:
Among other changes, these amendments:
- Align DGCL §§ 102(f), 109(b), and 115 to the Delaware Supreme Court’s 2020 decision in Salzberg v. Sciabacucchi;
- Clarify the requirements for various corporate and alternative entity filings, including Annual Reports, Certificates of Correction, Certificates of Merger, Certificates of Revocation of Dissolution, Certificates of Revival, and Certificates of Consolidation; and
- Prohibit registered agents from operating out of “virtual offices.”
Delaware General Corporation Law
Internal Corporate Claims (DGCL §§ 102, 109, and 115)
Amendments to §§ 102(f), 109(b), and 115 of the DGCL broaden existing statutory protections relating to “internal corporate claims” (i.e., claims based on a violation of fiduciary duty by a current or former director or officer) and extend them to “intra-corporate affairs,” codifying the Delaware Supreme Court’s approach in Salzberg v. Sciabacucchi, 227 A.3d 102 (Del. 2020).
First, the amendments prohibit a corporation from including fee-shifting provisions in either its certificate of incorporation or bylaws which would require stockholders to pay attorneys’ fees incurred in connection with intra-corporate affairs and internal corporate claims.
Additionally, although amended § 115 does not specify the types of claims that are considered “intra-corporate affairs claims,” it does authorize forum selection provisions that relate to the business of the corporation, the conduct of its affairs, or the rights or powers of stockholders, directors, or officers. This authorization aligns with the Salzberg decision, which relied on similar language from §§ 102(b)(1) and 109(b) to uphold the validity of forum selection provisions related to intra-corporate affairs claims. However, while a corporation may prescribe alternative forums for such intra-corporate affairs claims, it cannot wholly exclude Delaware courts. The courts considered “Delaware courts” include Delaware state courts, as well as the United States District Court for the District of Delaware.
These amendments do not affect the (1) enforceability of forum or fee-shifting provisions within stockholder agreements or other signed writings by the corporation’s stockholders, (2) Delaware courts’ ability to review the reasonableness of or fiduciary compliance with such provisions, and (3) jurisdiction of the Delaware Court of Chancery or the Delaware Superior Court over such claims.
Clarification of Correction and Nullification Procedures for Corporate Filings (DGCL § 103)
Section 103(f), which allows for the correction of instruments filed with the Secretary of State, has been amended to clarify that a certificate of correction, in addition to correcting a previously filed instrument, may also nullify a previously filed instrument by specifying its inaccuracy or defect and stating that it is nullified or void.
Registered Office and Agent Requirements (DGCL §§ 131 and 132)
The amendments to § 131 redefine “registered office” to mean the address of the corporation’s registered agent, removing provisions that deemed the registered office to be the corporation’s principal office or principal place of business in the State of Delaware. Changes to § 132(b) also prohibit registered agents from performing duties solely through virtual offices (i.e., solely online or remotely) or via mail forwarding services.
Merger Filings (DGCL § 252)
Previously, when a merger or consolidation occurred involving a non-Delaware corporation, the surviving corporation was required to specify in its certificate of merger the authorized capital stock of each constituent corporation which is not a Delaware corporation. The amendments to § 252(c) eliminate the requirement that the certificate of merger or consolidation list the authorized stock of each foreign corporation that ceases to exist post-merger or consolidation.
Revocation of Dissolution, Restoration, and Revival (DGCL §§ 311 and 312)
Section 311 addresses the procedures for revoking the dissolution of a corporation or restoring an expired corporation. Amended §311(a)(4) now requires that a certificate of revocation of dissolution or certificate of restoration state the filing date of the original certificate of incorporation and the filing date of the certificate of dissolution. Section 312 has been amended to require that a corporation seeking revival and then filing a certificate of validation under § 204 to ratify a corporate act that occurred during the dissolution period to file and pay all franchise taxes and interest due for the period when the certificate of incorporation was forfeited or void.
Reinstatement of Foreign Corporation Qualification (DGCL § 377)
Section 377(e) has been amended to require that a foreign corporation reinstating a forfeited qualification to do business in the State of Delaware file all annual reports and pay all fees due during the forfeiture period.
Annual Reports (DGCL § 502)
Amended § 502, regarding annual reports, requires a corporation to disclose the nature of its business in its annual report, and prohibits using a registered agent’s office as the corporation’s principal business address, unless the corporation maintains its principal place of business in Delaware and serves as its own registered agent.
Franchise Tax (DGCL § 503) and Refunds (DGCL § 505)
Amended § 503(e) specifies that (1) the filing a certificate of validation to ratify a defective corporate action does not reduce franchise tax interest owed for prior periods, and (2) a corporation is not entitled to a franchise tax refund for any period prior to filing the certificate of validation. The amendments also repeal § 503(h), which provided an alternative franchise tax rate for regulated investment companies. The changes to § 503(e) take effect on August 1, 2025, while the revocation of § 503(h) will affect tax years beginning on or after January 1, 2026.
Section 505, which pertains to a corporation’s claim via petition to the Secretary of State that annual franchise tax, penalties, or interest were erroneously or illegally fixed or paid, has been amended to clarify that no tax, penalty, or interest refunds are available in connection with the filing of a certificate of correction or certificate of validation.
Alternative Entity Acts
Registered Office and Agent Requirements (GP Act § 15-111; LP Act § 17-104; LLC Act § 18-104)
In line with the DGCL amendments, amendments to §§ 15-111(e), 17-104(e) and 18-104(e) clarify that registered agents for partnerships and limited liability companies, respectively, may not perform their duties exclusively through the use of a “virtual office,” and must, instead, have a physical office in Delaware.
Clarification of Correction and Nullification Procedures for Corporate Filings (GP Act § 15-118; LP Act § 17-203; LLC Act § 18-211(a))
In line with the DGCL amendments, amendments to §§ 15-118, 17-203 and 18-211(a), which allow for the correction of instruments filed with the Secretary of State, clarify that a certificate of correction, in addition to correcting a previously filed instrument, may also nullify a previously filed instrument by specifying its inaccuracy or defect and stating that it is nullified or void.
Ratification / Waiver of Acts and Transactions (GP Act § 15-202(g); LP Act § 17-106 (e); LLC Act § 18-106)
Amendments to §§ 15-202(g), 17-106 (e) and 18-106(e) allow for the ratification of void or voidable acts taken by partner or other person on behalf of a partnership, or any member, manager, or other person on behalf of a limited liability company, rather than solely covering acts by the partnership or limited liability company itself. These amendments also allow for express or implied ratification or waiver by conduct.
Certificates of Consolidation (GP Act § 15-902; LP Act § 17-211; LLC Act § 18-209)
In transactions where one or more entities are consolidated to form a new entity, §§ 17-211(c)(5), 15-902(c)(5) and 18-209(c) now require certificates of consolidation filed with the Delaware Secretary of State to attach a certificate of limited partnership, statement of partnership existence or certificate of formation, respectively, of the resulting entity.
Annual Tax (GP Act § 15-1208; LP Act § 17-1109; LLC Act § 18-1107)
Amendments to §§ 15-1208(b), 17-1109(b) and 18-1107(c) provide that if a partnership or limited liability company will cease to exist by the filing of a certificate of cancellation under the relevant Alternative Entity Act, the full amount of the annual tax for the calendar year in which the certificate of cancellation becomes effective is due and payable before the certificate is filed.
