Delaware’s 2025 Business Entity Amendments Part 3: Amendments to the Revised Uniform Limited Partnership Act
Consistent with Delaware’s practice of updating its business laws annually, on June 30, 2025, Delaware Governor Matthew S. Meyer signed Senate Bill 97 (SB 97) into law. SB 97 amends Title 6 of the Delaware Revised Uniform Limited Partnership Act and is effective August 1, 2025.
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 97 (SB 97) into law. SB 97 amends Title 6 of the Delaware Revised Uniform Limited Partnership Act and is effective August 1, 2025.
What This Means: Let’s look at the highlights of some of the key aspects of SB 97.
Virtual Office Prohibition for Registered Agent
SB 97 prohibits a registered agent of a limited partnership 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.
Service of Process on Partners and Liquidating Trustees
Requirements are changed to provide that service as a general partner of a limited partnership or liquidating trustee of a dissolved limited partnership, where applicable, constitutes consent to the person’s 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 process may be made as provided by law. There is no execution requirement on the certificate of limited partnership in this instance.
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 as provided by law. A certificate of correction can also nullify a certificate of cancellation that is filed in the Secretary of State’s office before the dissolution or winding up of a limited partnership is completed.
Ratification or Waiver
The law is amended to provide that an act or 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 limited 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 limited partnership or a limited partnership agreement. Any ratification 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.
Amendment to Certificate Between Dissolution and Winding Up
Amendments to certificates of limited partnership and certificates of registered series are required to show who is winding up the limited partnership’s affairs if someone not designated as a limited partnership general partner is doing so, e.g., liquidating trustees, limited partners, etc.
Execution Provisions in Winding Up
A new section is added to address execution of certificates of a dissolved limited partnership when a person not designated on the certificate of limited partnership as a general partner is winding up the limited partnership’s affairs. The certificate must be signed by all liquidating trustees of the limited partnership. The bill sets an ownership percentage if limited partners are the liquidating trustees winding up the limited partnership’s affairs. The same requirement exists for registered series. In the event a person not shown on the certificate of registered series as a general partner is winding up the registered series’ affairs-execution by all liquidating trustees of the registered series. An ownership percentage is also set for limited partners who are permitted to execute required certificates for winding up the registered series’ affairs.
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Merger and Consolidation
Under the new law, when there is a consolidation in which the resulting entity is a domestic limited partnership, the statement of existence of the resulting domestic limited partnership must be included as an attachment to the certificate of consolidation.
Classes and Voting
SB 97 adds division of limited partnership provisions and merger and consolidation of registered series provisions to partnership agreement amendment procedures which currently only directly include those set forth in merger and consolidation provisions for limited partnerships.
Foreign Limited Partnerships
The execution requirement in a foreign limited partnership’s application for registration, foreign amendment and foreign cancellation filings is changed. Instead of being executed by a general partner, these documents (that are registered with the Secretary of State) can now be executed by any person authorized to do so.
Annual Tax of Limited Partnerships
The new law explains how a limited partnership will be taxed upon cancellation. If the existence of a domestic limited partnership or a registered series, or the registration of a foreign limited partnership, will cease by the filing of a cancellation under the LP Law, the full amount of the annual tax for the calendar year in which the certificate becomes effective is due and payable before the filing of the statement or certificate.
This Act takes effect on August 1, 2025.
To view the text of this bill, please click on the following link:
Additional Amendments
Delaware has also amended its General Corporation, 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 2: Amendments to the Revised Uniform 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.
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