Delaware’s 2025 Business Entity Amendments Part 4: Amendments to the Limited Liability Company 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 98 (SB 98) into law.  SB 98 amends Title 6 of the Delaware Limited Liability Company Act and is effective August 1, 2025. 

What This Means: Let’s look at the highlights of some of the key aspects of SB 98. 

Virtual Office Prohibition for Registered Agent

SB 98 prohibits a registered agent of a limited liability company 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 Provisions

In addition to correction of previously filed certificates with the Secretary of State, a certificate of correction may nullify these previously filed certificates. The certificate of correction must specify the inaccuracy or defect with respect to the certificate, must provide for the nullification of the certificate, and must be executed and filed as provided by law.  A certificate of cancellation 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 liability company is completed.

Ratification or Waiver

SB 98 amends existing law to provide that an act or transaction taken by any member, manager or other person, whether the member, manager or other person is acting in the member’s, manager’s, or other person’s individual capacity or on behalf of the limited liability company 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 liability company or a limited liability company agreement. Any ratification or waiver may be express or implied, including by the statements, action, inaction or acquiescence of, or by, such members, managers, 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 and Consolidation

Under the new law, when there is a consolidation in which the resulting entity is a domestic limited liability company, the certificate of formation of the resulting domestic limited liability company must be included as an attachment to the certificate of consolidation.

Classes and Voting

SB 98 adds division of limited liability company provisions and merger and consolidation of registered series provisions to limited liability company agreement amendment procedures which currently only directly include those set forth in merger and consolidation provisions for limited liability companies.

Annual Tax of Limited Liability Company and Registered Series

The new law explains how a limited liability company and a registered series of a limited liability company will be taxed upon cessation of existence. If the existence of a domestic limited liability company or a registered series, or the registration of a foreign limited liability company, will cease by the filing of a certificate under the LLC 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 certificate.

SB 98 takes effect on August 1, 2025.

To view the text of this bill, please see:

https://legis.delaware.gov/json/BillDetail/GenerateHtmlDocument?legislationId=142069&legislationTypeId=1&docTypeId=2&legislationName=SB98

Additional Amendments

Delaware has also amended its General Corporation and Partnership 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 3: Amendments to the Revised Uniform Limited Partnership 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.