Delaware’s 2026 Business Entity Law Amendments

Overview: Consistent with Delaware’s position as a leading formation state, the Delaware legislature amends the state’s business entity statutes annually to remain at the forefront of evolving business needs. This year’s amendments include changes to Delaware’s General Corporation Law, Statutory Trust Act, Limited Liability Company Act, and Revised Uniform Limited Partnership Act. For businesses that form, operate, or maintain Delaware entities, these amendments include changes that may affect dissolution, service of process, entity governance, series structures, disclosure obligations, and annual fees. To help legal practitioners and business professionals understand the changes, below we have summarized some key changes to Delaware’s business entity statutes resulting from this year’s legislative amendments.  

Changes to the Delaware General Corporation Law Effective August 1, 2026

On June 10, 2026, Delaware Governor Matthew S. Meyer signed Delaware House Bill No. 353, (HB 353), as amended, into law. The bill amends Title 8 of the Delaware Code relating to the General Corporation Law (GCL) and is effective August 1, 2026.

Dissolution and Service of Process

HB 353 provides that the authority and responsibilities of the registered agent of a dissolved corporation end at the time of effectiveness of the filing of the certificate of dissolution, except with respect to service of process received by the registered agent before the certificate of dissolution becomes effective.

The Secretary of State becomes the corporation’s agent for service of process after the dissolution becomes effective. The certificate of dissolution is required to include an agreement that the dissolved corporation may be served with process in Delaware irrevocably appointing the Secretary of State as its agent to accept service of process, with the appointment to be effective on and after the effectiveness of the certificate of dissolution’s filing. The agreement must specify the address to which a copy of the process may be sent by the Secretary of State.

The bill sets procedures for the Secretary of State to accept the service of process as well as for notification to the dissolved corporation. Process may be served on the Secretary of State by means of prescribed electronic transmission. The Secretary of State is given the authority to issue such rules and regulations as it deems appropriate. SB 353 sets a fee of $100 for a plaintiff to pay the Secretary of State for the state’s use in the event of service of process on the state, which will be taxed as part of the proceeding’s costs if the plaintiff prevails.  The fee was set at $50 before an amendment to the bill.

Revival of a Nonstock Corporation’s Certificate of Incorporation

The bill amends a Delaware law provision which addresses the revival of a nonstock corporation’s certificate of incorporation if the certificate has become void or forfeited.

Before amendment, the statute includes the governing body of a nonstock corporation, members of any nonstock corporation who are entitled to vote for election of members of its governing body, and any other members entitled to vote for dissolution under the certificate of incorporation among those authorized to take actions necessary for revival that stockholders would take in a stock corporation.

The amendment to this section removes the phase and “any other members entitled to vote for dissolution under the certificate of incorporation or the bylaws of such corporation:”. This change brings the provision more closely in line with the stock corporation revival provision which does not include a specific reference to any other members entitled to vote for dissolution.

Changes after Receipt of Stock

The current Delaware law provides that the holders of outstanding shares are entitled to vote as a class upon a proposed amendment, whether permitted to vote by the certificate of incorporation and sets the requirements for doing so. HB 353 provides the mechanism for opting out of statutory default voting provisions through express provisions in the certificate of incorporation.

Please see the complete text of HB 353 for further information.

Changes to the Delaware Statutory Trust Act Effective August 1, 2026   

On June 24, 2026, Delaware Governor Matthew S. Meyer signed House Bill 298 (HB 298) into law. HB 298 amends Title 12 of the Delaware Statutory Trust Act and is effective August 1, 2026

Beneficial Owners and Trustees

The bill adds that a subscription for a beneficial interest is irrevocable if so stated, to the extent provided by the subscription’s terms.

Certain trust advisors are provided with the same liability protections as currently exist for officers, employees, managers and others, where applicable.

Statutory Trust Management Provisions

A governing instrument may now include a broader range of permitted provisions which are not contrary to the entire Statutory Trust Act, as opposed to only part of it.

The bill also states that a governing instrument may additionally be amended in connection with a division of a statutory trust.

Any ratification or waiver of a void or voidable act by any trustee, beneficial owner or other person may be express or implied, including by statements, action, or acquiescence. Notification of the waiver or ratification may be required, but providing the notice is not a condition to the effectiveness of the ratification or waiver.

Registered Agent Restrictions for Statutory Trusts

HB 298 establishes that a registered agent may not perform its duties or functions solely through a virtual office, a mail forwarding service, or both. According to the bill, “Virtual office” means the performance of duties or functions only through the internet or other means of remote communication.

Statutory Trust Existence

The term “other persons” referred to in the section relating to approval requirements for dissolution of statutory trusts is expanded to include “other persons whose approval is required for such dissolution under the governing instrument”.

The Act is amended to include language to allow for series revocation of dissolution before its completion or winding up. Currently, only provisions for revocation of dissolution of statutory trusts are included.

Laws pertaining to trusts applicable to statutory trusts, with exceptions, are expanded to include those in the entire Statutory Trust Act, not only part of it, as do the requirements for certain certificates and fees.

Correction, Nullification, Merger, and Consolidation Changes

Under HB  298, a certificate of correction can also be used to nullify a certificate that was previously filed by specifying the inaccuracy or defect with respect to the certificate, providing for the nullification of the certificate, and executed and filed as required by law.

The Statutory Trust Act is amended to allow a certificate of merger to make any desired amendments to the certificate of trust of the surviving statutory trust, instead of only limiting amendments to name or registered office or registered agent change.  The amendments are permitted to amend and restate the certificate of trust of the surviving trust in its entirety.

In the case of a consolidation in which the resulting entity is a statutory trust, the certificate of trust of the resulting trust must be included as an attachment to the certificate of consolidation.

Certificate of Division Amendments Provisions are added relating to amendments of certificates of division. A certificate of division may be amended to change the name or business address of the division contact, or other required information. A certificate of division amendment is accomplished by filing a certificate amendment for each division that exists as a statutory trust in the Office of the Secretary of State.

This updating requirement becomes mandatory in certain circumstances. If the dividing trust is a surviving trust, the certificate of division must be amended if a trustee of the dividing trust becomes aware that the name or business address of the business division contact or certain required information was false when made or has changed.

The same amendatory requirement exists if the dividing trust is not a surviving trust or no longer exists as a statutory trust and the trustee of the resulting trusts finds out that this information in the certificate of division has changed. This update requirement does not apply after the expiration of a six-year period following the division’s effective date.

The bill also includes procedures for certificate contents, execution, filing, and effective date.

Foreign Statutory Trusts

The registration section is amended to include a statement that the Secretary of State is appointed agent of the foreign statutory trust (formerly only referred to as “trust” before the amendment) for service of process under certain circumstances.

Beneficial Interests Acquisitions

The definition of control beneficial interest acquisition is amended to refer to the acquisition by any person of ownership or of the power to direct the exercise of voting power for beneficial interests that upon their acquisition would actually become control beneficial interests. Control beneficial interests must fall within a specified range of voting power to be control beneficial interests. Those falling within a range of 10% are not control beneficial interests.

Unless otherwise specified, an approval or exemption applies to all of the beneficial interests acquired at any time within the range of voting power to which such approval or exemption applies. Beneficial interests acquired within 90 days or in a series of related transactions are no longer considered to have been acquired in the same acquisition for exemption or approval purposes.

Certain approvals and exemptions of beneficial interests can be made before, at the time of, or after an acquisition.

Disclosure

HB 298 sets a requirement that holders of beneficial interests must disclose in writing to a statutory trust any control beneficial interest acquisition within ten days of the control beneficial interest acquisition.

The bill also sets the procedure for holders of beneficial interests or their associates to respond in writing to requests from the statutory trust about certain beneficial interest information. The statutory trust is allowed to adopt procedures that trustees reasonably believe are necessary or desirable to determine whether or how many control or other beneficial interests held by a holder or its associates will or have been voted in violation of law on a matter submitted for a vote of the holders’ of beneficial interests.

Please see the complete text of HB 298 for further information.

Changes to the Delaware Limited Liability Company Act Effective August 1, 2026

On June 10, 2026, Delaware Governor Matthew S. Meyer signed House Bill 352 (HB 352) into law. HB 352 amends Title 6 of the Delaware Limited Liability Company Act (LLC Act) and is effective August 1, 2026.  

HB 352 amends the LLC Act to include a definition of “certificate of registered series” which is used in many of the Act’s provisions. The Act is also amended to enable an LLC agreement to establish a series that is not a protected series or a registered series.

Although merger, consolidation, and conversion are limited in certain circumstances, a series LLC may still complete those transactions in other circumstances or as otherwise permitted by law.

Please see the complete text of HB 352 for further information.

Changes to the Revised Uniform Limited Partnership Act Effective August 1, 2026

On June 10, 2026, Delaware Governor Matthew S. Meyer signed House Bill 354 (HB354) into law. DE HB 354 amends Title 6 of the Delaware Revised Uniform Limited Partnership Act (RULPA) and is effective August 1, 2026.

Series Limited Partnership

HB 354 amends RULPA to include a definition of “registered series.” RULPA is also amended to set the ability of a partnership agreement to establish a series that is not a protected series or a registered series.

Although there is a limitation on merger, consolidation, or conversion under certain conditions, a series LP is not prevented from merging, consolidating, or converting under other conditions or as otherwise provided by law.

Amendments Regarding Former General Partners

Under the amended law, if a person has ceased to be a general partner of a limited partnership but is shown on the certificate of limited partnership as a partner, the former general partner may amend the certificate of limited partnership by filing a certificate of amendment that states only the name of the limited partnership and the text that the person has ceased to be a general partner.

Similarly, the former general partner of a registered series limited partnership is permitted to amend the certificate of registered series in the same manner by filing the appropriate certificate with the Secretary of State that states only the name of the limited partnership, the name of the registered series, and that the person has ceased to be a general partner associated with the registered series.

HB 354 requires a former general partner of a limited partnership or of a registered series limited partnership to execute certificates of amendment and/or correction in specified circumstances primarily relating to cessation as a general partner.

Liability for Materially False Statements

The law currently provides for liability of a general partner who executes a certificate that contains materially false statements under certain circumstances. HB 354 expands liability to include other people who have executed such a certificate as well.

Please see the complete text of HB 354 for further information.

Delaware Fee Increases in 2026 Affecting LLCs, LPs, and Partnerships

In addition to the above substantive changes to Delaware’s business entity laws, Delaware has also made fee increases this year.  On May 21, 2026, Delaware Gov. Matthew S. Meyer signed House Bill 400 (HB 400), as amended into law. The bill amends parts of the Delaware code relating to fees and taxes administered by the Secretary of State.

Fee Increases Effective January 1, 2026

The following fee increases became effective retroactively on January 1, 2026:

• The annual tax for partnerships that have filed a statement of partnership existence has increased to $400 from $300.  
• The annual tax for domestic and foreign limited partnerships has increased to $400 from $300.  
• The annual tax for each registered series of a domestic limited partnership has increased to $100 from $75 per registered series.  
• The annual tax for domestic and foreign limited liability companies has increased to $400 from $300.  
• The annual tax for each registered series of a domestic limited liability company has increased to $100 from $75 per registered series. Other fee changes, as described in the full text of HB 400, take effect on August 1, 2026.

Key Takeaways of Delaware’s 2026 Entity Law Amendments

In sum, Delaware has made several changes to its business entity laws in 2026. Key themes include post-dissolution service of process, statutory trust governance and disclosure changes, expanded series-related provisions for LLCs and LPs, and higher annual fees for certain Delaware entities.

Businesses and practitioners reviewing Delaware entity structures in 2026 may want to confirm whether these changes affect dissolution planning, governance documents, registered agent arrangements, disclosure obligations, and annual fee budgeting.

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