On August 1, 2025, legislation went into effect amending the Delaware Limited Liability Company Act (the LLC Act), the Delaware Revised Uniform Limited Partnership Act (the LP Act), and the Delaware Revised Uniform Partnership Act (the GP Act, and collectively with the LLC Act and the LP Act, the Acts) as contained in Senate Bill Nos. 98, 97, and 96, respectively. The following is a brief summary of some of the more significant amendments to the Acts, including those relating to (i) prohibiting the use of virtual offices by Delaware registered agents, (ii) broadening the safe harbor procedures for the ratification of void and voidable acts and transactions, (iii) filings required by liquidating trustees of a Delaware limited partnership (a Delaware LP) and registered series of Delaware LPs, (iv) the nullification of certificates or statements filed with the Delaware secretary of state, (v) filings required in connection with consolidations, and (vi) foreign limited partnerships.
Registered Agent Virtual Office
The amendments to the Acts make clear that a registered agent of a Delaware limited liability company (a Delaware LLC), a Delaware LP, or a Delaware general partnership (a Delaware GP) is required to have a physical office in Delaware. The amendments provide that registered agents of Delaware LLCs, Delaware LPs, and Delaware GPs may not perform their duties as a registered agent solely through the use of a virtual office, the retention by the registered agent of a mail forwarding service, or both. The Acts define a “virtual office” as the performance of duties or functions solely through the internet or solely through other means of remote communication.
Ratification of Void or Voidable Acts and Transactions
The Acts amended the safe harbor procedures for (i) the ratification of acts or transactions taken by a Delaware LLC, Delaware LP, or Delaware GP that are void or voidable when taken and (ii) waiving failures to comply with any requirements under the applicable limited liability company agreement or the partnership agreement that make such acts or transactions void or voidable. The existing safe harbor procedures allow the ratification of acts or transactions that are void or voidable when taken (or the waiver of the failure to comply with any requirements of the applicable limited liability company agreement or the partnership agreement making such act or transaction void or voidable) by the persons whose approval would otherwise be required under such agreement at the time of such ratification or waiver (i) for such act or transaction to be validly taken or (ii) to amend such agreement in a manner to permit such act or transaction to be validly taken.
The amendments expand such safe harbor procedure to (i) permit the ratification and waiver of acts and transactions in respect of a Delaware LLC, Delaware LP, or Delaware GP, as applicable, taken by members, managers, partners, or other persons, in addition to acts or transactions taken by the Delaware LLC, Delaware LP, or Delaware GP itself, and (ii) permit such ratification or waiver to be express or implied, including by the statements, action, inaction, or acquiescence of or by such members, managers, partners, or other persons. The amendments permit any ratification to be express or implied, including by the statements, action, inaction, or acquiescence of or by members, managers, partners, or other persons.
Liquidating Trustees of Delaware LPs and Registered Series of Delaware LPs
The amendments to the LP Act impose certain additional filings where, following the dissolution of a Delaware LP or a registered series of a Delaware LP, such Delaware LP’s or registered series’ winding up process is conducted by liquidating trustee(s) or the limited partners of the Delaware LP. In such circumstances, the person(s) conducting the winding up would not be shown on a Delaware LP’s certificate of limited partnership or a registered series’ certificate of registered series, as applicable, that is on file with the Delaware secretary of state.
The amendments to the LP Act require that at any time a person who is not shown as a general partner on the certificate of limited partnership or certificate of registered series, as applicable, of a dissolved Delaware LP or registered series is winding up such entity’s affairs, the certificate of limited partnership or certificate or registered series, as applicable, must be amended to add the name and business, residence, or mailing address of each liquidating trustee unless the limited partners are the liquidating trustees, in which case the certificate of limited partnership or certificate of registered series, as applicable, shall be amended to state that the limited partners are winding up the affairs of such Delaware LP or registered series. The amendments do not require that the names or addresses of the limited partners who are the liquidating trustees be listed in the certificate of limited partnership or certificate of registered series. The amendments further expressly provide that the liquidating trustees will not be subject to liability as a general partner of the dissolved Delaware LP or registered series by reason of the amendment to the certificate of limited partnership or registered series.
In addition, the amendments provide that if one or more liquidating trustees are conducting the winding up of a Delaware LP or a registered series of a Delaware LP, each liquidating trustee must sign any certificates required to be filed with the Delaware secretary of state by the LP Act of such Delaware LP or such registered series, as applicable, to be filed with the Delaware secretary of state under the LP Act. If the limited partners of a Delaware LP or those associated with a registered series of a Delaware LP are the liquidating trustees winding up the Delaware LP’s or registered series’ affairs, certificates to be filed with the Delaware secretary of state under the LP Act must be signed by limited partners who own more than 50 percent of the then-current percentage or other interest in the profits of the Delaware LP or such registered series owned by all the limited partners of such Delaware LP or such registered series.
Nullification of Filed Certificates and Statements
The Acts provide that a certificate or statement of correction may be filed correcting a previously filed certificate or statement that is an inaccurate record of the action therein referred to or was defectively or erroneously executed. The amendments are intended to confirm that, in addition to correcting a previously filed certificate or statement, a certificate or statement of correction may be filed with the Delaware secretary of state to nullify any previously filed certificate or statement by specifying the inaccuracy or defect contained in such filed certificate or statement and providing that such filed certificate or statement is nullified.
Consolidation Filings
The amendments to the Acts require that, in a transaction where one or more entities are consolidated to form a new resulting Delaware LLC, Delaware LP, or Delaware GP, as applicable, the certificate of consolidation that is filed with the Delaware secretary of state for such resulting entity must attach a certificate of formation, certificate of limited partnership, or statement of partnership existence, as applicable, for the resulting Delaware LLC, Delaware LP, or Delaware GP.
Foreign LP Filings
Foreign limited partnerships are required to register with the Delaware secretary of state before doing business in the state of Delaware. The amendments to the LP Act provide that (i) an application for registration as a foreign limited partnership, (ii) a certificate correcting an inaccurate application for registration as a foreign limited partnership, and (iii) a certificate of cancellation of registration as a foreign limited partnership may each be executed by any person authorized to sign such documents on behalf of such foreign limited partnership. This departs from the current language that provides that only a general partner of such foreign limited partnership may execute such documents to be filed with the Delaware secretary of state.