Delaware has long been the premier jurisdiction for U.S. business incorporation. It is known for its robust legal framework and favorable court system. But with the 2025 updates to Delaware corporate law, businesses that are incorporated in Delaware—or maintain a Delaware entity registration—must adapt to a number of new compliance requirements.
These changes, enacted through Senate Bills 95 to 98, and effective August 1, 2025, and most of which we discuss below, affect nearly every business type, including corporations, partnerships, limited partnerships, and LLCs. If your company is incorporated in Delaware or relies on Delaware business formation benefits, here's what you need to know now about these changes.
Because many foreign companies are registered in Delaware, including many of our law firm's clients, we will publish this blog post in Spanish, German, French, Korean, Vietnamese, and Chinese in the coming days.
Universal Compliance Changes Under Delaware Corporate Law
There are two 2025 Delaware corporate law changes that apply to all four business entity types. These are not optional—every business registered in Delaware must comply.
Delaware Registered Agent Requirements 2025: Physical Presence Now Mandatory
All Delaware registered agents must now maintain a physical office presence in the state with regular business hours. This replaces the prior acceptance of virtual office providers and mail-forwarding services.
Businesses relying on low-cost, mail-only services must now upgrade to a registered agent that meets the legal requirements. Failing to do so could result in loss of good standing or rejected filings.
Example: A company using "Delaware Mailroom LLC" for $79 per year will need to switch to a compliant, in-state registered agent with a staffed physical office—such as "Delaware Corporate Services, Inc."
Certificates of Correction
The updated Delaware corporate statutes officially recognize Certificates of Correction as a legal tool for fixing errors in previously filed documents. While this practice was informally accepted in the past, it is now fully codified, giving businesses greater clarity and confidence in submitting correcting filings.
Delaware General Corporation Law Changes: Senate Bill 95
The amendments to the Delaware General Corporation Law (DGCL) aim to tighten compliance and clarify disclosure requirements for all Delaware corporations.
Delaware Incorporation Requirements: Registered Office and Principal Place of Business
Corporations must maintain a Delaware registered office—defined as the address of the registered agent—but may no longer list that address as their principal place of business unless they actually operate from it and serve as their own agent.
Many companies have long used their registered agent's address as a placeholder for convenience. That's now explicitly prohibited unless the company operates in Delaware.
Real-World Scenario: A Delaware-incorporated software company based in Phoenix, Arizona can no longer use its Wilmington registered agent's address as its business headquarters in filings. This requires immediate updates to SEC filings and corporate records to avoid compliance issues.
Disclosure of Business Activity in Franchise Tax Reports
Corporations must now include a brief description of their business activity in their annual franchise tax reports. This enhances transparency and may require updates to internal reporting workflows.
Streamlined Procedures for Mergers and Reinstatements
Delaware corporate filing requirements have been streamlined for mergers and for reinstating lapsed entities, reducing turnaround times for corporate actions.
Delaware Uniform Partnership Act Changes: Senate Bill 96
General partnerships face increased compliance obligations under the 2025 Delaware corporate law update.
Expanded Foreign Qualification Disclosures
Partnerships registering in Delaware from other jurisdictions must now disclose:
- The state or country of formation
- Formation date
- A statement from a partner confirming legal existence
- Current number of partners
- Nature of the partnership's business activity
Delaware Business Formation 2025 Example: TechFlow Partners, a Colorado general partnership, must now provide its original formation documents and certify that it is still in good standing under Colorado law before registering in Delaware.
Delaware Entity Compliance Updates: Tax Payment Before Cancellation
General partnerships must now pay all outstanding Delaware taxes before they can formally cancel or withdraw their registration.
Broader Authority to Ratify and Waive Transactions
Delaware now permits individual partners—or even third parties—to ratify or waive voidable acts on behalf of the partnership. This increases flexibility but may also complicate internal governance. Your partnership agreement should now explicitly address these authority questions.
Delaware Limited Partnership Act Changes: Senate Bill 97
Limited partnerships (LPs) are subject to changes similar to general partnerships.
- LPs must pay all annual taxes before filing cancellation or withdrawal documents
- Ratification authority now extends to individual partners and third parties, not just the LP as a whole
Governance Tip: Your LP agreement should be updated to clearly define who may ratify past acts and under what circumstances.
Delaware LLC Changes 2025 Under SenateBill 98
The 2025 updates to the Delaware LLC Act focus on expanded authority to correct defective acts.
LLCs can now ratify void or voidable actions through members, managers, or other authorized individuals—not just through formal company actions. This allows more flexibility to correct missteps but it also demands greater clarity in your LLC operating agreement.
How to Comply with Delaware Corporate Law Changes
These 2025 Delaware corporate law changes are manageable for businesses—if addressed proactively. Here's what your company should start doing now:
1. Review Your Delaware Registered Agent
Confirm that your Delaware agent maintains a physical office in Delaware with staff and regular hours. If they operate virtually or forward mail only, you'll need to switch to a compliant provider.
2. Audit Your Public Filings
Check that your corporation isn't listing its registered agent's address as its principal place of business unless it truly operates in Delaware and serves as its own agent.
3. Update Your Operating, Partnership, and Shareholder Agreements
The expanded authority to ratify and waive voidable acts makes it critical to clarify who can act on behalf of your entity. Review your governance documents to ensure they reflect these new legal realities.
4. Budget for Tax Clearance Before Exit
All Delaware entities—partnerships, LPs, and LLCs—must pay annual taxes in full before filing dissolution paperwork. Plan accordingly to avoid delays or penalties.
Frequently Asked Questions
1. What are the new Delaware registered agent requirements for 2025?
All Delaware registered agents must maintain a physical office in the state with regular business hours. Virtual offices or mail forwarding services no longer qualify.
2. How do I verify my Delaware registered agent meets 2025 physical presence requirements?
Ask your agent directly whether they operate a staffed office in Delaware. If not, they likely do not meet Delaware's new registered agent requirements.
3. How do Delaware LLC changes 2025 affect my existing operating agreement?
The new law expands ratification authority to members, managers, and others. Your agreement should be reviewed to clearly define exactly who has decision-making authority in light of the new rules.
4. Do I need to update my Delaware incorporation documents after the 2025 changes?
Yes, especially if your documents list your registered agent's address as your business's principal place of business but you don't actually operate from that location.
5. What is a Certificate of Correction and when would I use one?
This is a document used to fix errors in a previously filed Delaware document. The 2025 updates codify this process, giving you clear authority to correct filings such as name misspellings or incorrect dates.
6. What Delaware business formation options are affected by the 2025 updates?
All entity types are affected: corporations (SB 95), partnerships (SB 96), limited partnerships (SB 97), and LLCs (SB 98). Each has specific new compliance obligations.
7. When do the new Delaware entity compliance requirements take effect?
All changes are already in effect as of August 1, 2025. You should review your Delaware filings and governance documents immediately.
Final Thoughts: Stay Ahead of Compliance Risks
These Delaware corporate law changes are now in force. They impact how you form, maintain, manage, and dissolve Delaware entities.
Our corporate law team regularly advises companies on Delaware business formation and compliance. Whether you need to update your documents, switch registered agents, or draft new agreements reflecting these updates, we can help you avoid risk and stay ahead of the curve.
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