Specifies that a registered agent may not perform its duties or functions solely through use of a virtual office, the retention by the agent of a mail forwarding service, or both.
Provide that ratification, waiver pursuant to DEL LEG 6-18-I-106(e) may be express or implied, including by statements, action, inaction, acquiescence of member, manager.
Clarifies that in a circumstance in which notice of ratification or waiver required to be given, the giving of notice is not a condition to effectiveness of ratification or waiver.
Confirms that a certificate of correction may also nullify a certificate of cancellation.
A certificate of formation must be attached to certificate of consolidation for a consolidation in which the resulting entity from such consolidation is a domestic LLC.
Limited liability company agreement may be amended in connection with a division of limited liability company and merger of registered series of a limited liability company.
When the existence of a company or registered series ceases by filing of certificate under LLC Act, full amount of annual tax for calendar year is due, payable before filing.
Legislative History
On Apr. 8, 2025, bill was introduced in Senate; on May 6, 2025, bill passed Senate.
On May 7, 2025, bill was introduced in House; on Jun. 25, 2025, bill passed House.
Effectiveness
If enacted, bill provisions become effective on Aug. 1, 2025.
Jun. 2025 DEL LEG Governor Approval
On Jun. 30, 2025, DEL LEG reported governor signed bill, effective Aug. 1, 2025.
Document dated Jun. 30, 2025, received from DEL LEG Jul. 4, summarized on Jul. 9.
