Delaware Enacts Additional 2025 Delaware Corporate Law and Alternative Entity Statute Amendments

Following the March 2025 adoption of highly-publicized amendments¹ to the General Corporation Law of the State of Delaware (“DGCL”) codifying safe harbor procedures that shield directors, officers and controlling stockholders from liability in connection with certain interested transactions, Delaware Governor Matt Meyer signed into law additional business entity law amendments that will, for the most part, take effect as of August 1, 2025². Such amendments to the DGCL, the Delaware Limited Liability Company Act (the “LLC Act”), the Delaware Revised Uniform Limited Partnership Act (the “LP Act”) and the Delaware Revised Uniform Partnership Act (the “GP Act”) (the GP Act, together with the LLC Act and the LP Act, the “Alternative Entity Statutes”)³ are generally more technical and procedural in nature than the substantive reforms of the March 2025 amendments.

These amendments cover topics including the expansion of ratification procedures for void and voidable acts for alternative entities, forum selection provisions for “intra-corporate affairs”, restrictions on registered agents’ virtual operations, and process requirements for various corporate and alternative entity state filings.

Below is a summary of the key proposed changes:

Amendments to the DGCL and Alternative Entity Statutes

DGCL § 102(f), 109(b) and 115: Internal Corporate Claims

These DGCL amendments extend statutory safeguards that have historically applied only to certificate of incorporation and bylaw provisions regulating “internal corporate claims⁴” to now also cover certificate of incorporation and bylaw provisions addressing broader “intra-corporate affairs⁵” claims. These changes align with the reasoning set out in Salzberg v. Sciabacucchi, 227 A.3d 102 (Del. 2020), which held that a certificate of incorporation can address both internal corporate claims and intra-corporate affairs if the relevant provision is consistent with public policy and not contrary to Delaware law.

The amendments to DGCL §102(f) and 109(b) prohibit fee-shifting provisions in a certificate of incorporation or bylaws that impose liability on a stockholder for attorneys’ fees or expenses of the corporation or any party with respect to any claim brought by a stockholder in its capacity as a stockholder or in the right of the corporation, in addition to an internal corporate claim.

The amendment to DGCL § 115 also addresses intra-corporate affairs claims in permitting certificate of incorporation or bylaw provisions requiring such claims be brought in a specific forum (i.e., court), as long as any such provision is consistent with applicable jurisdictional requirements and allows stockholders to bring such claims in at least one (1) court in Delaware that has jurisdiction. A court “in” Delaware includes the United States District Court for the District of Delaware, which has jurisdiction for intra-corporate affairs claims such as derivative claims under the U.S. Securities Exchange Act of 1934 (whereas the Court of Chancery does not).

DGCL § 103(f); LLC Act § 18-211(a); GP Act § 15-118; LP Act § 17-203: Certificates of Correction

This DGCL amendment clarifies that a certificate of correction may, in addition to correcting a previously filed instrument, also nullify such instrument (effective as of the date of the previously filed instrument except to persons substantially and adversely affected by the nullification) by specifying the previously filed instrument’s defect and stating that it is nullified. The Alternative Entity Statutes were amended to include the same clarification.

DGCL § 131 and 132(b); LLC Act § 18-104(e); GP Act § 15-11; LP Act § 17-104: Registered Office and Registered Agent Requirements

The amendments to DGCL § 131 clarify that all DGCL references to a corporation’s “registered office” refer to the address of the corporation’s registered agent located in Delaware, as opposed to the corporation’s principal office or principal place of business. The amendment to DGCL § 132 prohibits registered agents from performing their duties solely through a virtual office or mail forwarding service. The Alternative Entity Statutes were similarly amended to prohibit registered agents from performing their duties solely through a virtual office or mail forwarding service.

DGCL § 155: Fractions of Shares

This amendment prohibits corporations from issuing scrips or warrants in bearer form instead of issuing fractional shares. Corporations may still issue scrips or warrants, but only in registered form. This change aligns the DGCL with the beneficial ownership information reporting requirements of the Corporate Transparency Act, which prohibits corporations from issuing bearer certificates representing any whole or fractional ownership in an entity.

DGCL § 252: Merger Filings

This amendment deletes the existing requirement that a certificate of merger list the authorized capital stock of a foreign corporation that has ceased to exist as a result of a merger between a domestic corporation and a foreign corporation.

DGCL § 311(a)(4) and § 312(g): Dissolution and Restoration

The amendment to DGCL § 311(a)(4) requires that a certificate of revocation of dissolution or certificate of restoration used in revoking a corporation’s dissolution or restoring an expired corporation, as applicable, state the date of the filing of the corporation’s original certificate of incorporation as well as the date of the filing of the corporation’s certificate of dissolution. The amendment to § 312(g) requires a corporation that has been revived and files a certificate of validation to ratify a defective corporate act to file the annual franchise tax reports and pay the annual franchise taxes that would have been required to be filed and paid during the period that the certificate of incorporation had been forfeited.

DGCL § 377(e): Foreign Corporations’ Reinstatement of Business Qualification

This amendment requires foreign corporations that want to reinstate their qualifications to do business in Delaware to file all annual reports and pay all required fees that would have been required to be filed or paid during the time the foreign corporation’s qualification to do business in Delaware had been forfeited. 

DGCL § 502(a): Annual Reports 

This amendment requires that corporations filing an annual report disclose the nature of the business of the corporation and confirm that no office of any registered agent may be disclosed as the address of the principal place of business of the corporation unless the corporation maintains its principal place of business in Delaware and serves as its own registered agent. 

DGCL § 503(e) and (h): Franchise Taxes

The amendment to § 503(e) provides that the filing of a certificate of validation to ratify a defective corporate act will not reduce the interest owed on the franchise taxes owed for prior periods and specifies that a corporation is not entitled to a franchise tax refund for any period prior to the filing of the certificate of validation. Furthermore, § 503(h), which specified an alternative franchise tax rate for regulated investment companies, is now repealed. 

DGCL § 505: Tax Refunds 

This amendment clarifies that a corporation is not entitled to a refund of taxes, penalties or interest in connection with filing a certificate of correction or a certificate of validation.

Amendments to Alternative Entity Statutes Only

LLC Act § 18-106(e); GP Act § 15-202(g); LP Act § 17-106(e): Ratification of Acts or Transactions

These amendments allow for the ratification of void or voidable acts or transactions taken (or for the waiver of the failure to comply with any requirements of the limited liability company or partnership agreement, as applicable, making such act or transaction void or voidable) by any member, manager, or other person on behalf of an LLC, or the partner or other person on behalf of a partnership, in addition to the acts or transactions taken by the LLC or the partnership itself, which were already addressed pursuant to the existing statute. Furthermore, ratification or waiver may be express or implied, including by the statements, action, inaction, or acquiescence by the members, managers, partners or other persons. Such amendments provide for a rule distinguished from existing case law that had limited ratification or waiver to an entity’s own acts and transactions and did not permit ratification or waiver by conduct.

LLC Act § 18-209(c); GP Act § 15-902(c); LP Act § 17-211(c): Certificates of Consolidation

These amendments require a certificate of limited partnership, statement of partnership existence or certificate of formation, as applicable, to be attached to a filed certificate of consolidation. 

LLC Act § 18-1107(c); GP Act § 15-1208; LP Act § 17-1109: Annual Taxes

These amendments require that, before filing a certificate of cancellation, the applicable alternative entity must pay the full amount of the annual tax for the calendar year in which the certificate of cancellation becomes effective. 

LP Act § 17-202(f): Certificate of Limited Partnership

This amendment provides that if a person who is not shown as a general partner on the certificate of limited partnership of a dissolved limited partnership is winding up the limited partnership’s affairs, then the certificate must be amended to add the name and business, residence or mailing address of each liquidating trustee. However, if the limited partners are the liquidating trustees, the certificate must be amended to state that the limited partners are winding up the limited partnership’s affairs. 

These 2025 amendments continue Delaware’s established practice of regular legislative updates to its business entity statutes in response to emerging issues and evolving business practices.

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¹ Please see our earlier M&A Newsletter edition discussing such changes here: Delaware Adopts Significant Corporate Law Changes. 

² The repeal of DGCL § 503(h) takes effect for tax years beginning on or after January 1, 2026. 

³ Senate Bill 95 - DGCL Amendments, Senate Bill 98 - LLC Act Amendments, Senate Bill 96 - GP Act Amendments and Senate Bill 97 - LP Act Amendments.

⁴ Pursuant to DGCL § 115, “internal corporate claims” are “claims, including claims in the right of the corporation, (i) that are based upon a violation of a duty by a current or former director or officer or stockholder in such capacity, or (ii) as to which this title confers jurisdiction upon the Court of Chancery.”

⁵ While the amendments do not specify exactly what type of non-internal claim constitutes an intra-corporate affairs claim, DGCL §115, as amended, takes language from DGCL § 102(b)(1) and 109(b) in authorizing forum selection provisions that relate to “the business of the corporation, the conduct of its affairs, or the rights or powers of the corporation or its stockholders, directors or officers.”