This Act provides supplementary appropriations to certain Grants-in-Aid recipients for Fiscal Year 2026. Section 1 – Government Units and Senior Centers $ 37,093,119 Section 2 – One-Times and Community Agencies $ 47,093,493 Section 3 – Fire Companies and Public Service Ambulance Companies $ 13,258,013 Section 4 – Veterans Organizations $ 839,000 GRAND TOTAL $ 98,283,625
This Act is based on Senate Substitute No. 3 for Senate Bill No. 4 of the 152nd General Assembly, which modernizes Delaware’s probation system, including by directing the courts, the Board of Parole, and the Bureau of Community Corrections to use the least restrictive probation and parole conditions and the most minimally intrusive reporting requirements necessary to achieve the goals of community supervision.
This Act exempts food served in Level IV and Level V correctional facilities from restrictions on the use of polystyrene foam food service packaging. Scheduled to go into effect on July 1, 2025, § 3004Q of Title 16 prohibits food establishments from providing ready-to-eat food in polystyrene foam food service packaging. This prohibition would create significant hardships and increase costs for the Department of Correction (“Department”), which uses polystyrene foam food service packaging in the course of providing over 14,000 meals per day to Department inmates.
This Act updates the membership and functions of the Interagency Resource Management Committee by adding the Lieutenant Governor as Chairperson, the Chair of the Early Childhood Council (ECC) as a voting member, and members of the General Assembly as nonvoting members. Additionally, this Act clarifies staffing of the IRMC through the Early Childhood Support team in the Department of Education and the Office of the Lieutenant Governor.
In December 2024, the Code Revisors provided the General Assembly with a list of potential technical corrections that they identified as they revised the Delaware Code to reflect legislation that was enacted by the 152nd General Assembly in 2024 or as they reviewed titles of the Code. While technical in nature, these changes are beyond the authority of the Code Revisors to make and can only be done by the General Assembly through legislation. This Act also includes technical corrections identified outside of the list provided by the Code Revisors. This Act requires a greater than majority vote for passage to err on the side of caution because some of the sections of the Delaware Code being revised may require a super-majority vote under the Delaware Constitution. This Act also makes also makes basic technical corrections to conform existing law to the standards of the Delaware Legislative Drafting Manual. Section 1. This section corrects errors in § 1202 of Title 3 from Senate Bill No. 191 from the 135th General Assembly by renumbering the defined terms to appear in correct alphabetical order and by making technical corrections to conform existing law to the standards of the Delaware Legislative Drafting Manual style. Sections 2 through 12. These sections correct errors throughout Chapter 13 of Title 3 as enacted in Senate Bill No. 307 from the 138th General Assembly, and later amended, by making technical corrections to conform existing law to the standards of the Delaware Legislative Drafting Manual style. Section 13. This section corrects grouping and phrasing errors in § 2103(b) of Title 6 from Senate Bill No. 296 of the 152nd General Assembly. Section 14. This section inserts use of the Oxford comma and the word “or” in § 4504(b)(1) of Title 6 as both had been missing in Senate Bill No. 315 of the 138th General Assembly and in order to adhere to Delaware Legislative Drafting Manual style. Section 15. This section inserts use of the Oxford comma in § 1405(b) of Title 9 to correct errors in House Bill No. 55 from the 143rd General Assembly in order to adhere to Delaware Legislative Drafting Manual style. Section 16. This section removes a reference to medical malpractice review panels in § 566(b) of Title 10, as those panels were discontinued by Senate Bill No. 208 of the 152nd General Assembly. Sections 17 and 18. These sections correct errors by removing the stray phrase “or projectile weapon” in the future contingent versions of §§ 2105(b)(3) and 2107(c) of Title 11. These errors were created when House Bill No. 357 of the 152nd General Assembly did not take into account changes contained in Senate Bill No. 12 of the 152nd General Assembly. Section 19. This section corrects an error in § 1716E(h) of Title 14, from House Bill No. 100 of the 151st General Assembly, by inserting utilization of the Oxford comma. Section 20. This section substitutes “subsection” for and erroneous reference to “paragraph” in § 3001(e)(4) of Title 14 as inserted by Senate Bill No. 305 of the 152nd General Assembly. Section 21. This section removes an unnecessary “et seq.” following a finite reference to “the federal Improving Head Start for School Readiness Act of 2007 (P.L. 110-134)” in § 3004 of Title 14 as inserted by Senate Bill No. 305 of the 152nd General Assembly. Sections 22 through 24. These sections complete the substitution of “perinatal” for “maternal” throughout Chapter 8D of Title 16, begun in Senate Substitute No. 1 of Senate Bill No. 106 of the 152nd General Assembly, in order to remove gender-specific language as directed by § 211(c)(1) of Title 1 and the Delaware Legislative Drafting Manual style. Sections 25 and 26. These sections substitute the indefinite “et seq.” for “through 1396w-7” in § 1304(b) and (c)(1) and § 1045(d)(2)f. and (e)(1) of Title 16 in order to acknowledge the need to comply with all of Title XIX of the federal Social Security Act which has grown since enactment of Senate Substitute No. 1 for Senate Bill No. 13 of the 152nd General Assembly which had created the more finite reference to what was then the final section of the title. Section 27. This section properly substitutes penalty amounts in § 1109(e) of Title 16 which had been improperly substituted by Senate Bill No. 216 of the 152nd General Assembly without appropriate striking of present language and underlining of new insertions. Section 28. This section corrects an error in § 2503B(c) of Title 16, from Senate Bill No. 309 from the 152nd General Assembly, by substituting “or” for “and” to make it clear that any of among a health-care institution, health-care professional, or certified peer recovery specialist may assist an individual with creating an advance mental health-care directive. Section 29. This section corrects an error in § 2704 of Title 16 created by House Bill No. 134 of the 152nd General Assembly having previously changed language included in House Substitute No. 1 for House Bill 162 of the 152nd General Assembly by enacting the intent of the latter bill, giving county medical examiner offices authority previously given to the Division of Forensic Science. Section 30 through 34. These sections correct stylistic errors in Chapter 102 of Title 16, from House Bill No. 57 of the 144th General Assembly, by conforming all “2-1-1 Helpline” references to accepted style without hyphenation as approved by the Federal Communications Commission and by making adjustments in line with proper Delaware Legislative Drafting Manual style. Section 35. This section corrects an error in § 2379(g) of Title 19 by properly striking “an” which was removed without appropriate striking in Senate Bill No. 306 of the 152nd General Assembly. Section 36. This section properly enacts the specific intent of Senate Bill No. 206 of the 152nd General Assembly by substituting “cold weather operations” for “winter weather operations” in § 4356A(b)(3) of Title 21. Section 37. This section corrects an error in § 4402(d) of Title 21, created by House Bill No. 352 of the 152nd General Assembly, by properly inserting “county code enforcement or municipal police” using appropriate underlining of the new insertion. Section 38. This section corrects an error in the introductory paragraph of § 5302 of Title 24, from House Bill No. 386 of the 152nd General Assembly, by making clear that the defined terms in the section apply to all of Chapter 53 of Title 24 and not just to § 5302 of that title. Section 39. This section corrects errors in § 363(b) of Title 26 by deleting words which were removed by Senate Bill No. 265 of the 152nd General without appropriate striking of the present language. Section 40. This section corrects errors in § 108(b)(2) of Title 29, created by House Substitute No. 1 of House Bill No. 356 of the 152nd General Assembly, by adjusting paragraph designations and an internal reference as directed by the Delaware Legislative Drafting Manual. Section 41. This section corrects an error in § 1132 of Title 29, first appearing in House Bill No. 209 of the 137th General Assembly, by inserting an introductory paragraph to this defined terms statute as directed by the Delaware Legislative Drafting Manual. Section 42. This section corrects an error in § 2909(b)(3) of Title 29, from Senate Bill No. 287 of the 152nd General Assembly, by substituting “or” for “and” with regard to documentation of illegal or unbusinesslike practices included in State Auditor reports. Section 43. This section corrects errors in § 6981(l) of Title 29, from House Bill No. 428 of the 152nd General Assembly, by adjusting language of list inclusion as directed by the Delaware Legislative Drafting Manual. Section 44. This section makes grammar and capitalization corrections throughout § 8011 of Title 29, from House Bill No. 439 of the 151st General Assembly, as directed by the Delaware Legislative Drafting Manual. Section 45. This section corrects an error in § 8723(g) of Title 29, from House Bill No. 437 of the 152nd General Assembly, by making clear that the Delaware Commission of Veterans’ Affairs Executive Director’s designee may act in the Executive Director’s stead in performance of certain duties. Sections 46 and 47. These sections make grammar and capitalization corrections throughout the present and future versions of § 8905 of Title 29, from House Bill No. 439 of the 151st General Assembly, as directed by the Delaware Legislative Drafting Manual. Sections 48 and 49. These sections correct errors in §§ 573(d) and 574(b) of Title 30, from House Bill No. 324 of the 152nd General Assembly, by making clear that the statutes do not apply if a person is required to pay a tax under any of § 3002 of Title 30 or Chapter 51 or 52 of Title 30, rather than under all of those provisions. Section 50. This section corrects errors in § 4071 of Title 31, from Senate Substitute No. 1 for Senate Bill 22 of the 152nd General Assembly, by inserting an introductory paragraph to this defined terms statute and redesignating the terms as directed by the Delaware Legislative Drafting Manual. Sections 51 through 56. These sections correct errors in the Charter of the Town of Newport from Senate Bill No. 298 of the 152nd General Assembly by implementing changes which had been included without proper underlining of insertions and striking of deletions and by making technical corrections to conform existing law to the standards of the Delaware Legislative Drafting Manual style.
This Act is being proposed in hopes of allowing for additional disbursements from a special fund created by the General Assembly to ensure adequate pensions for affected police officers and firefighters, and their surviving spouses. This raises the pension level an individual is permitted to receive and still be eligible for a distribution from the special fund from $35,000 or less to $55,000 or less. It also ensures that those eligible to receive a distribution from the special fund will be able to do so upon enactment, and not have to wait until the current date permitted under the Code.
This Act to Amend the Charter grants the City Council the power to exercise eminent domain for the purpose of property acquisition, with the exception of land to be used solely for recreational purposes. It also grants the City Council the power to make proclamations to recognize achievements, historical events, special days or months for civic and social purposes, and other similar matters. This Act also clarifies that the Mayor may establish committees as they deem necessary with the consent of the City Council. Duration of elected officials’ terms, previously 2 years, shall be increased to a term of 3 years, beginning with the 2026 election for the Mayor, and beginning in 2027 for incoming Councilmembers. This Act prohibits any person in arrears and owing the City funds for taxes and other applicable fees, shall be ineligible to serve as Mayor or Councilperson. If a sitting Mayor or Councilperson becomes more than two months in arrears to the City, they shall be disqualified from their position and the seat shall be declared vacant.
This Act requires the permitting of an electric substation as an allowed conditional use in a heavy industrial zone under certain conditions set forth in the Act, including that the electrical substation is being constructed to support the operation of a proposed renewable energy generation project of 250 MW or greater. This Act is being given retroactive effect such that, if a county has previously denied an application for an electrical substation that would meet the requirements of this Act, then the application shall be deemed granted provided that the electrical substation meets the requirements of this Act.
This Act continues the practice of amending periodically the Delaware Revised Uniform Partnership Act (“GP Act”) to keep it current and to maintain its national preeminence. The following is a section-by-section review of proposed amendments to the GP Act. Section 1 amends § 15-111(e) of the GP Act, which addresses certain duties of a registered agent of a partnership. Amended § 15-111(e) specifies that a registered agent may not perform its duties or functions solely through the use of a virtual office, the retention by the agent of a mail forwarding service, or both. Amended § 15-111(e) defines “virtual office” as the performance of duties or functions solely through the internet or solely through other means of remote communication. Section 2 amends § 15-118(a) of the GP Act, which provides for the correction of statements and certificates filed with the Secretary of State. The amendment confirms that, in addition to correcting a previously filed statement or certificate, a statement or certificate of correction may nullify a previously filed statement or certificate by specifying the inaccuracy or defect with respect to such previously filed statement or certificate and providing that the previously filed statement or certificate is nullified. Such a provision is sufficient if it states that the previously filed statement or certificate is nullified or void or uses words of similar meaning. Section 3 amends § 15-202(g) of the GP Act to provide that § 15-202(g) applies to ratification or waiver of a void or voidable act or transaction by any partner or other person in respect of a partnership, in addition to acts or transactions by a partnership. This Section also amends § 15-202(g) to provide that ratification or waiver pursuant to § 15-202(g) may be express or implied, including by the statements, action, inaction, or acquiescence of or by partners or other persons. Further, this Section amends § 15-202(g) to clarify that in a circumstance in which § 15-202(g) requires notice of the ratification or waiver to be given, the giving of the notice is not a condition to the effectiveness of the ratification or waiver. The amendments to § 15-202(g) in this Section are intended to provide rules different from the rules applied in existing case law that § 18-106(e) of the Delaware Limited Liability Company Act, which is the same in all material respects as § 15-202(g), is limited to ratification or waiver of a limited liability company’s own acts and transactions and that § 18-106(e) of the Delaware Limited Liability Company Act does not apply to ratification or waiver by conduct. Section 4 amends § 15-902(c) of the GP Act to provide that a statement of partnership existence must be attached to a certificate of consolidation for a consolidation in which the resulting entity from such consolidation is a domestic partnership. Section 5 amends § 15-1102(a) of the GP Act to require that a statement of foreign qualification of a foreign limited liability partnership include the state, territory, possession or other jurisdiction or country where the foreign limited liability partnership was formed, the date of its formation and a statement from a partner that, as of the date of filing, the foreign limited liability partnership validly exists as a limited liability partnership under the laws of the jurisdiction of its formation. This Section also amends § 15-1102(a) to clarify that the number of partners required to be stated in a statement of foreign qualification is the number of partners of the foreign limited liability partnership at the time of the effectiveness of the statement of foreign qualification. Section 6 amends § 15-1208(b) of the GP Act to confirm that if a statement of partnership existence will be cancelled pursuant to the filing of a statement or certificate under the GP Act, the full amount of the annual tax for the calendar year in which the statement or certificate becomes effective is due and payable before the filing of such statement or certificate. Section 7 provides that the amendments to the GP Act take effect on August 1, 2025.
This Act continues the practice of amending periodically the Delaware Revised Uniform Limited Partnership Act (“LP Act”) to keep it current and to maintain its national preeminence. The following is a section-by-section review of proposed amendments to the LP Act. Section 1 amends § 17-104(e) of the LP Act, which addresses certain duties of a registered agent of a limited partnership. Amended § 17-104(e) specifies that a registered agent may not perform its duties or functions solely through the use of a virtual office, the retention by the agent of a mail forwarding service, or both. Amended § 17-104(e) defines “virtual office” as the performance of duties or functions solely through the internet or solely through other means of remote communication. Section 2 amends § 17-106(e) of the LP Act to provide that § 17-106(e) applies to ratification or waiver of a void or voidable act or transaction by any partner or other person in respect of a limited partnership, in addition to acts or transactions by a limited partnership. This Section also amends § 17-106(e) to provide that ratification or waiver pursuant to § 17-106(e) may be express or implied, including by the statements, action, inaction, or acquiescence of or by partners or other persons. Further, this Section amends § 17-106(e) to clarify that in a circumstance in which § 17-106(e) requires notice of the ratification or waiver to be given, the giving of the notice is not a condition to the effectiveness of the ratification or waiver. The amendments to § 17-106(e) in this Section are intended to provide rules different from the rules applied in existing case law that § 18-106(e) of the Delaware Limited Liability Company Act, which is the same in all material respects as § 17-106(e), is limited to ratification or waiver of a limited liability company’s own acts and transactions and that § 18-106(e) of the Delaware Limited Liability Company Act does not apply to ratification or waiver by conduct. Section 3 amends § 17-109(a) of the LP Act to provide that serving as a general partner of a limited partnership or as a liquidating trustee of a dissolved limited partnership is sufficient (without any requirement for execution by such person of the certificate of limited partnership) to (i) constitute such person’s consent to the appointment of the registered agent of the limited partnership (or, if there is none, the Secretary of State) as such person’s agent upon whom service of process may be made, and (ii) signify the consent of such general partner or liquidating trustee that any process when so served shall be of the same legal force and validity as if served upon such general partner or liquidating trustee within the State of Delaware. Section 4 amends § 17-202(f) of the LP Act to provide that at any time 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, the certificate of limited partnership shall be amended to add the name and business, residence or mailing address of each liquidating trustee unless the limited partners are the liquidating trustees, in which case the certificate of limited partnership shall be amended to state that the limited partners are winding up the limited partnership’s affairs. This Section also amends § 17-202 of the LP Act to add a new § 17-202(g) to provide that at any time a person who is not shown as a general partner associated with a registered series on the certificate of registered series of a dissolved registered series is winding up the registered series’ affairs, the certificate of registered series shall be amended to add the name and business, residence or mailing address of each liquidating trustee of the registered series unless the limited partners associated with the registered series are the liquidating trustees, in which case the certificate of registered series shall be amended to state that the limited partners associated with the registered series are winding up the registered series’ affairs. Section 5 amends § 17-203(b) of the LP Act to confirm that, in addition to correcting a certificate of cancellation, a certificate of correction may nullify a certificate of cancellation. Section 6 amends § 17-204(a)(3) of the LP Act to delete language addressing who signs a certificate of cancellation when the general partners are not winding up a dissolved limited partnership’s affairs because that is now addressed in the new § 17-204(e) of the LP Act. This Section also amends § 17-204(a)(12) of the LP Act to delete language addressing who signs a certificate of cancellation of certificate of registered series when the general partners associated with such series are not winding up the dissolved registered series’ affairs because that is now addressed at new § 17-204(e) of the LP Act. This Section further amends § 17-204 of the LP Act to add a new §17-204(e). New § 17-204(e) provides who signs certificates required by the LP Act to be signed by one or more general partners of a dissolved limited partnership when a person not shown on the certificate of limited partnership as a general partner of the limited partnership is winding up the affairs of the limited partnership. New § 17-204(e) also provides who signs certificates required by the LP Act to be signed by one or more general partners associated with a dissolved registered series when a person not shown on the certificate of registered series as a general partner associated with the registered series is winding up the affairs of the registered series. Section 7 amends § 17-211(c) of the LP Act to provide that a certificate of limited partnership must be attached to a certificate of consolidation for a consolidation in which the resulting entity from such consolidation is a domestic limited partnership. Section 8 amends § 17-213(a) of the LP Act, which provides for the correction of certificates filed with the Secretary of State. The amendment confirms that, in addition to correcting a previously filed certificate, a certificate of correction may nullify a previously filed certificate by specifying the inaccuracy or defect with respect to such previously filed certificate and providing that the previously filed certificate is nullified. Such a provision is sufficient if it states that the previously filed certificate is nullified or void or uses words of similar meaning. Section 9 amends § 17-302(f) of the LP Act to confirm that a partnership agreement may be amended in connection with a division of a limited partnership and a merger of registered series of a limited partnership, as is specifically contemplated by §§ 17-220(f) and 17-224(e) of the LP Act, respectively. Section 10 amends § 17-902(1) of the LP Act to provide that an application for registration as a foreign limited partnership shall be executed by any person authorized to execute the application on behalf of the foreign limited partnership (which may or may not be a general partner of the foreign limited partnership). Section 11 amends § 17-905 of the LP Act to provide that a certificate correcting an inaccurate application for registration as a foreign limited partnership shall be executed by any person authorized to execute the certificate on behalf of the foreign limited partnership (which may or may not be a general partner of the foreign limited partnership). Section 12 amends § 17-906 of the LP Act to provide that a certificate of cancellation of registration as a foreign limited partnership shall be executed by any person authorized to execute the certificate on behalf of the foreign limited partnership (which may or may not be a general partner of the foreign limited partnership). Section 13 amends § 17-1109(b) of the LP Act to confirm that when the existence of a domestic limited partnership or registered series, or the registration of a foreign limited partnership, will cease by the filing of a certificate under the LP Act, the full amount of the annual tax for the calendar year in which such certificate becomes effective is due and payable prior to the filing of such certificate. Section 14 provides that the amendments to the LP Act take effect on August 1, 2025.
This Act continues the practice of amending periodically the Delaware General Corporation Law (“DGCL”) to keep it current and maintain its national preeminence. The following is a section-by-section review of the proposed amendments to the DGCL. Sections 1, 3 and 4 of this Act amend §§ 102(f), 109(b) and 115 of Title 8, respectively. Since 2015, the provisions of §§ 102(f), 109(b) and 115 have included provisions for the regulation of “internal corporate claims” as defined in § 115. In addition to permitting forum selection provisions that require internal corporate claims to be adjudicated in a court in this State, these sections prohibit certificate of incorporation and bylaw provisions that purport to: a. impose “fee-shifting” against stockholders with respect to internal corporate claims; or b. preclude a stockholder from asserting an internal corporate claim in a court in this State. A certificate of incorporation may address and regulate not only internal corporate claims but additional claims that relate to a corporation’s “intra-corporate affairs” if the certificate provision at issue is consistent with public policy. Salzberg v. Sciabacucchi, 227 A.3d 102 (Del. 2020). Sections 1, 3 and 4 of this Act amend §§ 102(f), 109(b) and 115 so that the same statutory safeguards that apply to certificate and bylaw provisions regulating internal corporate claims will also apply to certificate and bylaw provisions addressing the intra-corporate affairs claims permitted under the reasoning of the Salzberg decision. With respect to these claims: a. Amended §§ 102(f) and 109(b) prohibit fee-shifting provisions: that is, certificate of incorporation and bylaw provisions that purport to impose liability on a stockholder for the attorneys’ fees or expenses of the corporation or any other party with respect to any claim that a stockholder has brought, in its capacity as a stockholder or in the right of the corporation, in an action, suit, or proceeding. b. Amended § 115 specifies that a certificate of incorporation or bylaw provision addressing intra-corporate affairs claims must be consistent with applicable jurisdictional requirements and must allow stockholders to bring the claims in at least 1 court in this State that has jurisdiction over such claims. Amended § 115 permits the designation of any judicial or arbitral forum so long as the designation does not prevent a stockholder from bringing claims in a court with jurisdiction in this State. The United States District Court for the District of Delaware is a court “in” this State for purposes of amended § 115. Rather than specifically defining the types of non-internal claims that constitute intra-corporate affairs claims, amended § 115 authorizes 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.” This language is taken from §§ 102(b)(1) and 109(b). The Salzberg decision relied on similar language from § 102(b)(1) to uphold the validity of forum selection provisions related to certain intra-corporate affairs claims. It is anticipated that the courts will interpret and apply amended § 115 in the same manner that the Delaware Supreme Court interpreted and applied the language of § 102(b)(1) in the Salzberg decision. Amended § 115 is not intended to promote the development of new forum selection provisions beyond what is permitted under the reasoning of the Salzberg decision. Under amended § 115, a forum selection provision addressing non-internal corporate claims cannot prohibit claims from being brought in a court in this State “that has jurisdiction over such claims.” Amended § 115 therefore reaches a result different from the United States Court of Appeals for the Ninth Circuit in Lee v. Fisher, 70 F.4th 1129 (9th Cir. 2023), and the United States District Court for the Western District of Texas in Sobel v. Thompson, 2023 WL 4356066 (W.D. Tex. July 5, 2023). In these decisions, the courts upheld the application of a forum selection bylaw that required all derivative claims to be asserted exclusively in the Court of Chancery, including derivative claims under the Securities Exchange Act of 1934. However, the Court of Chancery does not have jurisdiction over Securities Exchange Act claims. Under amended § 115, a forum selection provision that purports to address derivative claims under federal law must be permissible under § 115, consistent with the reasoning in the Salzberg decision, and must also permit the claim to be brought in the United States District Court for the District of Delaware. Consistent with the provisions pre-dating these amendments: a. Amended §§ 102(f), 109(b) and 115 are not intended to prevent the application of a provision on fee-shifting, or the selection of a forum other than a court in this State, if the provision is included in a stockholder agreement or other writing signed by the stockholder against whom the provision is to be enforced; b. Amended § 115 is not intended to foreclose evaluation of whether the specific terms and manner of adoption of a particular provision authorized by amended § 115 comport with any relevant fiduciary obligation or operate reasonably in the circumstances; and c. Amended § 115 is not intended to limit or expand the jurisdiction of the Court of Chancery or the Superior Court. Section 2 of this Act amends § 103(f), which provides for the correction of instruments filed with the Secretary of State. The amendment confirms that, in addition to correcting a previously filed instrument, a certificate of correction may nullify a previously filed instrument by specifying the inaccuracy or defect with respect to such previously filed instrument and providing that the previously filed instrument is nullified. A statement that the previously filed instrument is nullified or void, or a statement with words of similar meaning, will constitute sufficient provision for the nullification. Section 5 of this Act amends § 131, which requires a corporation to have a registered office in this State. In addition to enacting wording changes to § 131(a), the amendments to § 131(b) provide that all references in Title 8 to a corporation’s “registered office” in this State shall be deemed to mean and refer to the address of the registered agent located in this State that has been appointed to accept service of process and otherwise perform the duties of a registered agent. The amendments also delete the provisions in § 131(b) that, in certain instances, deemed a corporation’s registered office to be the corporation’s principal office or principal place of business in this State for purposes of Title 8 and the certificate of incorporation. As amended, Title 8 does not include provisions that automatically treat a corporation’s registered office as a principal office or principal place of business of the corporation. Section 6 of this Act amends § 132(b), which addresses certain duties of a registered agent of a corporation. Amended § 132(b) specifies that a registered agent may not perform its duties or functions solely through the use of either or both of a virtual office or the retention by the agent of a mail forwarding service. Amended § 132(b) defines “virtual office” as the performance of duties or functions solely through the internet or solely through other means of remote communication. Section 7 of this Act amends § 155 to eliminate the ability of a corporation to issue scrip or warrants in bearer form in lieu of issuing fractional shares of stock. Amended § 155 continues to permit corporations to issue scrip or warrants in registered form. The amendment is intended to bring § 155 in line with the Corporate Transparency Act, 31 U.S.C. § 5336(f), which prohibits corporations from issuing certificates in bearer form for either a whole or fractional interest in an entity. Section 8 of this Act amends § 252(c), which lists the information that a corporation must include in a certificate filed with the Secretary of State to merge or consolidate domestic corporations with foreign corporations. The amendments delete from § 252(c) a requirement that a certificate of merger or consolidation list the authorized capital stock of each foreign corporation that has ceased to exist as a result of the merger or consolidation. Section 9 of this Act amends § 311, which addresses the procedures for revoking the dissolution of a corporation and restoring an expired corporation. Amended § 311(a)(4) requires that a certificate of revocation of dissolution or certificate of restoration state the date of filing of the corporation’s original certificate of incorporation with the Secretary of State and state the date of filing of the corporation’s certificate of dissolution with the Secretary of State. Section 10 of this Act amends § 312, which enables a corporation to revive its certificate of incorporation after the certificate has become forfeited or void. Amended § 312(g) addresses circumstances where a corporation has been revived under § 312 and later files a certificate of validation under § 204 to ratify one or more defective corporate acts. If the certificate of validation relates to a time during which the corporation was forfeited or void, amended § 312(g) requires the corporation 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 or void. The franchise taxes owed include the interest accrued on the taxes, and the filings and payments must be made at the time the certificate of validation is filed. Section 11 of this Act amends § 377. Among other things, § 377 addresses the procedures that a foreign corporation must follow to reinstate its qualification to do business in this State after the qualification has been forfeited under § 132 or § 136. In connection with such a reinstatement, amended § 377(e) requires a foreign corporation 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 this State had been forfeited. Section 12 of this Act amends § 502, which requires a corporation to file an annual report with the Secretary of State. Amended § 502(a) requires that the report disclose the nature of the business of the corporation and confirms that no office of any registered agent may be disclosed as the address of the principal place of business of the corporation, except where the corporation maintains its principal place of business in this State and serves as its own registered agent. The paragraphs of amended § 502(a) have also been re-numbered. Section 13 of this Act amends § 503, which provides the rates and means of computing franchise taxes. Amended § 503(e) provides that the filing of a certificate of validation to ratify one or more defective corporate acts pursuant to § 204 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. The amendments also repeal § 503(h), which specified an alternative franchise tax rate for regulated investment companies. Section 14 of this Act amends § 505 by clarifying that a corporation is not entitled to a refund of taxes, penalties or interest in connection with filing a certificate of correction under § 103(f) or a certificate of validation under § 204. Section 15 of this Act provides that Sections 1 through 12 and Section 14 of this Act take effect on August 1, 2025. Section 16 of this Act provides that § 503(h), as contained in Section 13 of this Act, takes effect for tax years beginning on or after January 1, 2026. Section 16 of this Act also provides that § 503(e), as contained in Section 13 of this Act, takes effect on August 1, 2025. This Act requires a greater than majority vote for passage because § 1 of Article IX of the Delaware Constitution requires the affirmative vote of two-thirds of the members elected to each house of the General Assembly to amend the general corporation law.
This Act continues the practice of amending periodically the Delaware Limited Liability Company Act (“LLC Act”) to keep it current and to maintain its national preeminence. The following is a section-by-section review of proposed amendments to the LLC Act. Section 1 amends § 18-104(e) of the LLC Act, which addresses certain duties of a registered agent of a limited liability company. Amended § 18-104(e) specifies that a registered agent may not perform its duties or functions solely through the use of a virtual office, the retention by the agent of a mail forwarding service, or both. Amended § 18-104(e) defines “virtual office” as the performance of duties or functions solely through the internet or solely through other means of remote communication. Section 2 amends § 18-106(e) of the LLC Act to provide that § 18-106(e) applies to ratification or waiver of a void or voidable act or transaction by any member, manager, or other person in respect of a limited liability company, in addition to acts or transactions by a limited liability company. This Section also amends § 18-106(e) to provide that ratification or waiver pursuant to § 18-106(e) may be express or implied, including by the statements, action, inaction, or acquiescence of or by the members, managers, or other persons. Further, this Section amends § 18-106(e) to clarify that in a circumstance in which § 18-106(e) requires notice of the ratification or waiver to be given, the giving of the notice is not a condition to the effectiveness of the ratification or waiver. The amendments to § 18-106(e) in this Section are intended to provide rules different from the rules applied in existing case law that § 18-106(e) is limited to ratification or waiver of a limited liability company’s own acts and transactions and that § 18-106(e) does not apply to ratification or waiver by conduct. Section 3 amends § 18-203(b) of the LLC Act to confirm that, in addition to correcting a certificate of cancellation, a certificate of correction may nullify a certificate of cancellation. Section 4 amends § 18-209(c) of the LLC Act to provide that a certificate of formation must be attached to a certificate of consolidation for a consolidation in which the resulting entity from such consolidation is a domestic limited liability company. Section 5 amends § 18-211(a) of the LLC Act, which provides for the correction of certificates filed with the Secretary of State. The amendment confirms that, in addition to correcting a previously filed certificate, a certificate of correction may nullify a previously filed certificate by specifying the inaccuracy or defect with respect to such previously filed certificate and providing that the previously filed certificate is nullified. Such a provision is sufficient if it states that the previously filed certificate is nullified or void or uses words of similar meaning. Section 6 amends § 18-302 of the LLC Act to confirm that a limited liability company agreement may be amended in connection with a division of a limited liability company and a merger of registered series of a limited liability company, as is specifically contemplated by §§ 18-217(f) and 18-221(e) of the LLC Act, respectively. Section 7 amends § 18-1107(c) of the LLC Act to confirm that when the existence of a domestic limited liability company or registered series, or the registration of a foreign limited liability company, will cease by the filing of a certificate under the LLC Act, the full amount of the annual tax for the calendar year in which such certificate becomes effective is due and payable before the filing of such certificate. Section 8 provides that the amendments to the LLC Act take effect on August 1, 2025.
