Bill > SB98

This bill proposes several amendments to the Delaware Limited Liability Company (LLC) Act to update and refine various provisions related to LLCs. The bill makes changes to registered agent requirements, specifying that agents must maintain a physical business office in Delaware, be authorized to do business in the state, accept and forward service of process, forward annual tax statements, and verify the identity of contacts to reduce risk of unlawful business purposes. It explicitly prohibits registered agents from performing duties solely through virtual offices or mail forwarding services. The bill also modifies provisions related to ratifying void or voidable acts within LLCs, allowing for more flexible ratification processes and clarifying that such ratifications can be express or implied. Additionally, the bill updates rules for mergers and consolidations, introduces provisions for correcting or nullifying certificates, and modifies taxation requirements, including specifying that full annual tax is due if an LLC's existence will cease through a filing. The changes aim to provide more clarity and flexibility in LLC operations while maintaining Delaware's reputation for having a sophisticated and business-friendly LLC legal framework. The bill will take effect on August 1, 2025, giving businesses and legal professionals time to understand and prepare for the new regulations.

Justice

https://legis.delaware.gov/BillDetail?LegislationId=142069