Delaware’s 2025 Business Entity Amendments Part 2: Amendments to the Revised Uniform Partnership Act

What This is: Consistent with Delaware’s practice of updating its business laws annually, on June 30, 2025, Delaware Governor Matthew S. Meyer signed Senate Bill 96 (SB 96) into law.  SB 96 amends Title 6 of the Delaware Revised Uniform Partnership Act and is generally effective August 1, 2025. 

What This Means: Let’s look at the highlights of some of the key aspects of SB 96. 

Virtual Office Prohibition

The new legislation prohibits a registered agent from performing its duties or function only through use of a virtual office, retaining a mail forwarding service or both. A virtual office exists when duties and functions are performed only through the internet or other means of remote communication.

Nullification

In addition to correction of previously filed certificates with the Secretary of State, a certificate or statement of correction may nullify these previously filed certificates. The statement or certificate of correction must specify the inaccuracy or defect with respect to the statement or certificate, must provide for the nullification of the statement or certificate, and must be executed and filed asprovided by law.

Ratification or Waiver

The law is amended to provide that an act that a transaction taken by a partner or other person, whether the partner or other person is acting in the partner’s or other person’s individual capacity or on behalf of the partnership may be ratified or waived in the event the act or transaction is void or voidable. Previously the law only specifically referred to acts by the partnership. Any act or waiver may be express or implied, including by the statements, action, inaction or acquiescence of, or by, such partners or other persons. Providing notice of the ratification or waiver (where applicable) is not a condition to the effectiveness of the ratification or waiver.

Merger or Consolidation

Under the new legislation, when there is a consolidation in which the resulting entity is a domestic partnership, the statement of existence of the resulting domestic partnership must be included as an attachment to the certificate of consolidation.

Foreign Limited Liability Partnerships

A requirement is added to a foreign limited liability partnership’s statement of qualification. The statement must now include the state, territory, possession or other jurisdiction or country where 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 jurisdiction of its formation. The number of partners of the partnership at the time of the effectiveness of the statement of foreign qualification must be included. (Before the new law, only the number of partners had to be listed without inclusion of the time of the statement’s effectiveness.)

Annual Tax of Partnership

The new law explains how a partnership will be taxed upon cancellation. If a statement of partnership existence will be cancelled by filing a statement or certificate under the General Partnership law, 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 the statement or certificate.

To view the text of this bill, please see:

https://legis.delaware.gov/json/BillDetail/GenerateHtmlDocument?legislationId=142079&legislationTypeId=1&docTypeId=2&legislationName=SB96

Additional Amendments

Delaware has also amended its General Corporation, Limited Partnership and Limited Liability Company Laws.  For more information, please see our companion articles: Delaware’s 2025 Business Entity Amendments Part 1: Amendments to General Corporation Law, Delaware’s 2025 Business Entity Amendments Part 3: Amendments to the Revised Uniform Limited Partnership Act and Delaware’s 2025 Business Entity Amendments Part 4: Amendments to the Limited Liability Company Act. For a refresher on the sweeping amendments that Delaware made to its DGCL earlier this year, please see: Delaware Makes Notable Changes to Its General Corporation Law.

This content is provided for informational purposes only and should not be considered, or relied upon, as legal advice.