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The State of Delaware has enacted a series of changes to its corporate and alternative entity laws through amendments to House Bills 298, 352, 353, 354 and 400. All five bills were signed by the Governor and took effect August 1, 2026, with several fee increases applying earlier in the year.

The changes affect Delaware statutory trusts, limited liability companies, corporations, limited partnerships, registered agents, trademarks, Uniform Commercial Code (UCC) filings and expedited services. While many of the amendments are technical in nature, businesses and their service providers should be aware of several provisions that could affect filings, annual costs and the administration of Delaware entities.

House Bill 298: Changes to the Statutory Trust Act

House Bill 298 amends several provisions of Delaware’s Statutory Trust Act.

Registered Agent Requirements

Section 3807(i) now includes language clarifying that a registered agent cannot perform its duties solely through a virtual office, a mail forwarding service or a combination of the two.

The provision defines a “virtual office” as the performance of duties or functions solely through the internet or other means of remote communication. This language mirrors changes made last year to Delaware’s corporation, LLC and partnership statutes.

The practical effect is to reinforce the expectation that a Delaware registered agent maintain a physical presence and be capable of performing its statutory responsibilities beyond simply providing a virtual or mail-forwarding address.

Certificate of Correction and nullification

Section 3810(d) has been amended to address the “nullification” of a document through a Certificate of Correction. The amendment provides additional clarity around the ability to correct or nullify previously filed documents.

Consolidations

Section 3815(b) now includes provisions addressing the requirements for a consolidation. These provisions provide additional statutory guidance for transactions involving the consolidation of statutory trusts.

Amendments to Certificates of Division

Section 3825 has also been amended to permit an amendment to a Certificate of Division within six years after the effective date of a division.

The amendment can be used to change:

• The name or business address of the division contact
• The address of the place of business where the plan of division is maintained

This gives parties involved in a statutory trust division additional flexibility to keep certain information current after the division has taken effect.

House Bill 352: Limited Liability Company Act

House Bill 352 makes a targeted change to Delaware’s Limited Liability Company Act.

Section 18-101 has been amended to add a definition for a “certificate of registered series.” The addition provides statutory terminology for filings associated with registered series LLC structures.

While the amendment is narrow, it provides greater clarity within the LLC statute regarding the documentation associated with registered series.

House Bill 353: General Corporation Law

House Bill 353 makes two changes to Delaware’s General Corporation Law.

Service of Process Following Dissolution

Section 275 has been amended to provide that, upon the filing of a dissolution, the Secretary of State is appointed as the corporation’s agent to accept service of process.

This creates a clear mechanism for serving process against a corporation after it has initiated dissolution.

Clarification of Dissolution Voting Provisions

Section 312(j) has also been amended to remove confusing language concerning “any other members entitled to vote for dissolution under the certificate of incorporation or the bylaws of such corporation.”

The revision is intended to provide greater clarity around the voting requirements associated with corporate dissolution.

House Bill 354: Limited Partnership Act

House Bill 354 makes several changes to Delaware’s Limited Partnership Act.

Like the LLC amendments in House Bill 352, Section 17-101 has been amended to add a definition for a “certificate of registered series.”

The legislation also adds Section 17-202(d), which establishes provisions for filing an amendment by a person who has ceased to be a general partner.

A corresponding change has been made to Section 17-221 governing series, providing similar provisions for amendments involving a person who has ceased to serve as a general partner of a series.

These amendments provide additional statutory mechanisms for keeping partnership records accurate when changes occur in the composition of a general partnership.

House Bill 400: Significant Fee Changes

House Bill 400 contains the most noticeable changes for businesses because it increases a number of fees under Delaware’s Corporation and Alternative Entity Laws.

Some of the most significant changes include:

The annual tax increases for LLCs, LPs and GPs and for Series LLCs and LPs are effective January 1, 2026.

Additional Fee Changes

The legislation also increases fees associated with Delaware’s Workers Cooperative Act, including certified and plain copies.

The maximum fee for preparing and providing a written report of a record search has also increased, from “up to $100” to “up to $200.”

The legislation further clarifies the process for serving legal process against a partnership when the officer responsible for service cannot, after due diligence, serve the process through the methods otherwise provided by law. In that situation, service against the partnership may be made upon the Secretary of State.

Expedited Filing Fees: Higher Maximums, Not Immediate Price Increases

One important distinction with House Bill 400 is that the legislation increases the maximum amounts that Delaware may charge for expedited services. It does not mean that all expedited filing fees are immediately increasing to those new maximums.

The new maximum amounts are:

The purpose of these changes is to give Delaware the ability to adjust expedited service pricing in the future if demand or other circumstances warrant it.

In other words, businesses should not interpret the new statutory maximums as an across-the-board increase in what they will pay for expedited services today.

UCC Filing Fees Also Increase

UCC filing fees are also increasing as of August 1, 2026.

Paper filings will increase from $100 to $125, while web filings will increase from $50 to $70.

The legislation itself is not required for these UCC fee changes, but the increases will be implemented on the same August 1 effective date as the other changes.

What These Changes Mean for Delaware Businesses

Most of the statutory amendments are technical and will primarily affect companies, attorneys, registered agents and corporate service providers that regularly handle Delaware entity filings.

For businesses with Delaware entities, however, the fee changes are worth paying attention to. The increases can affect the cost of forming, maintaining, amending and managing Delaware entities, particularly for organizations with large numbers of entities or partnership structures with many partners.

Businesses should also review their existing entity structures and filing practices to make sure their records remain current and that they understand how the new provisions apply to dissolutions, registered series, divisions and changes involving general partners.

For companies that regularly use expedited Delaware services, the distinction between current pricing and the new statutory maximums is particularly important. The new law creates greater flexibility for future pricing but does not automatically mean that every expedited service now costs the new maximum amount.

Staying Current With Delaware Filing Requirements

Delaware’s corporate and alternative entity laws evolve regularly, and relatively technical statutory changes can have practical consequences for businesses managing multiple entities, transactions or compliance obligations.

The August 1, 2026 changes are a good reminder for businesses to periodically review their Delaware entities, filing requirements and associated costs. Working with an experienced corporate services provider can also help ensure that filings are completed correctly and that changes to Delaware law are reflected in ongoing entity administration.

If you have questions about these changes or how they may affect your Delaware entities, please reach out to your Client Services Representative or email orders@incserv.com for assistance.

This article is provided for general informational purposes only and does not constitute legal, tax or financial advice. Businesses should consult their legal or other professional advisors regarding how these changes apply to their specific circumstances.

 

Delaware is overhauling how businesses register and manage DBAs, also known as trade names. Beginning February 2, 2026, the state will replace its long-standing county-based system with a centralized, statewide online registration process.

For business owners using or planning to use DBAs in Delaware this change has important implications. 

A Shift From County to Statewide Registration

Historically, DBA registrations in Delaware were handled at the county level, requiring filings with individual county Prothonotary offices. Under the new law, all trade name registrations will be managed entirely at the state level through the Delaware Division of Revenue’s One Stop portal. This means there will be one centralized system for all DBAs, no more county-by-county filings, and ultimately, faster, fully digital registration and record-keeping.

Existing Delaware DBAs: Re-Registration is Optional

If an entity’s trade name was previously registered with the Courts, the entity does not have to re-register it now. The entity’s existing Courts’ record will remain valid. 

If an entity prefers that its existing trade name to appear in the Division of Revenue’s Trade Name Registry, it may optionally re-register it in One Stop at no cost by entering the original Courts’ file number. A Delaware business license is required for this optional step.

Business License Requirement

To register a DBA under the new system, the applicant must hold a valid Delaware business license. Businesses actively operating in Delaware can use their standard business license. Out-of-state entities or businesses not otherwise required to hold a Delaware business license may apply for a Trade Name Only License specifically for DBA registration purposes.

This requirement applies to both new DBAs and re-registrations.

Filing Fees and Transition Period

The standard fee to register a trade name under the new system is $25 per DBA.

Delaware is expected to offer a transition window following the February 2, 2026 launch, during which some existing DBAs may be re-registered without a fee if completed promptly. Businesses should monitor official guidance closely to take advantage of any fee waivers.

New Certificates Issued by the State

After February 2, 2026 official Trade Name Certificates will be issued only by the Delaware Division of Revenue. Certificates previously issued by county courts will no longer be reissued.

If an entity needs the Division of Revenue to issue a Trade Name Certificate after the transition date, the entity’s trade name must be on the Division of Revenue’s registry. If the name is only in the Courts’ records, entities can complete re-registration in One Stop using the Courts’ file number, then request the certificate.

What Business Owners Should Do Now

To avoid disruption, businesses should take the following steps before the February 2, 2026 effective date:

1. Inventory all current DBAs registered in Delaware
2. Confirm business license status (or eligibility for a Trade Name Only License)
3. Plan to re-register once the new system opens
4. Monitor deadlines and transition guidance to avoid losing name priority

Here to Help

Our Delaware DBA experts here at Incserv can handle all of this for you!

 

Editor’s Update, June 2, 2025 — Delaware House Bill 177 referenced below has been signed into law. The effective date of the Delaware Trade Name/DBA re-registration process has changed from June 2, 2025 to February 2, 2026. The article below has been updated to reflect this change. 

 

Editor’s Update, May 20, 2025 — The State of Delaware has announced the introduction of House Bill 177, proposed by Rep. Griffith and Sen. Townsend. Introduced yesterday, May 19, 2025, this bill would delay the effective date of the trade name registration process addressed in House Bill 40 — and detailed below — from June 2, 2025 to February 2, 2026. A Committee Hearing for House Bill 177 is required to take place within 12 legislative days of introduction and it is our understanding that said hearing is on the House agenda for this week, the week of May 19, 2025. As soon as we know an updated status of House Bill 177, we will update the article below.

 

As of February 2, 2026, all Delaware Trade Name/DBA registrations will shift from Delaware Superior Court prothonotaries to the Delaware Department of Revenue. This effectively makes Delaware DBA registration a state filing instead of a county filing.

Here’s what that means for entities with Delaware Trade Name/DBAs. 

Mandatory Re-Registration

Beginning February 2, 2026, all current Delaware Trade Name/DBA holders will be required to re-register their trade names. This is intended to clear a backlog of Trade Name/DBAs linked to defunct companies and ensure that the online registry accurately reflects active Trade Names/DBAs. There is no state fee associated with re-registering.

In late April, 2025, the Delaware Department of Revenue began sending out notices regarding this change and subsequent required actions to the business address on the registration document that is on file for each Trade Name/DBA. For entities that fail to receive this correspondence, it is likely that existing Trade Name/DBA data has either a missing or bad address. Contact orders@incserv.com for help.

Details on how long the Delaware Trade Name/DBA re-register window will remain open are expected to be available soon. It’s worth noting that in House Bill 40, the window was two months. Failure to re-register within that timeframe would have resulted in the release of the Delaware Trade Name/DBA, making it available to another entity that may seek to claim it. Moreover, if the Trade Name/DBA was still available after the original August 1, 2025 deadline and had not been re-registered, the entity would have had to pay the registration fee again to associate the unique Trade Name/DBA with its business license. 

It is recommend that current Delaware Trade Name/DBA holders re-register on or shortly after February 2, 2026.

Reminder: For entities conducting business in Delaware, Delaware Trade Names/DBAs do not expire or require renewal provided they are actively used by a registered business. 

Registration Fee

The filing fee for new Delaware Trade Names/DBAs will remain at $25.00.

Trade Name Only Business License

For entities that do not conduct business in Delaware but need a Delaware Trade Name/DBA, a Trade Name Only Business license is available. This special license is required to register a Delaware Trade Name/DBA if the registrant does not intend to conduct business in Delaware. It also removes the licensee’s requirement to file for gross receipts and income taxes as long as they continue to not actively transact business within the State of Delaware. Otherwise, this license type will adhere to standard licensing protocols including fee proration, expiration, and periodic renewals. 

This special license must be renewed annually.

Notarization

As of June 2, 2025, notarization of Delaware Trade Name/DBA applications will no longer be required.

Incserv is Here to Help

Email us at orders@incserv.com to have us square away your mandatory Delaware Trade Name/DBA re-registration. It’ll be one less thing for you to worry about.  

One of the most respected courts in the United States, the Delaware Court of Chancery is known for handling complex business and corporate law cases. It is a specialized court of equity, meaning it resolves disputes by applying principles of fairness rather than strictly following legal codes.

Historical Background

Established in 1792, the Court of Chancery was modeled after England’s chancery courts, which addressed issues not easily resolved by common law courts. Originally, it handled a wide range of matters, including trusts, estates, guardianships and business disputes. But over time, as Delaware became a hub for corporate registration, the court’s focus shifted to corporate law.

This transformation began in the early 20th century when Delaware adopted business-friendly incorporation laws. Companies from across the U.S. started incorporating in Delaware, giving the Court of Chancery jurisdiction over many of their legal disputes.

Purpose and Role

Today, the Delaware Court of Chancery specializes in corporate governance, mergers and acquisitions, shareholder disputes, and fiduciary duty cases. It doesn’t hold jury trials; instead, cases are decided by chancellors (judges) who are experts in equity law. Equity law refers to a branch of law that focuses on fairness and justice, providing remedies that are not available under strict legal rules. It is used to address situations where applying common law would result in an unfair outcome. Instead of awarding monetary damages, equity law offers remedies like injunctions, specific performance (i.e., requiring a party to fulfill a contract) or recessions such as canceling a contract and restoring parties to their original state.

Ultimately, the Delaware Court of Chancery allows for faster, more consistent rulings, making the court attractive to businesses.

 

 

Why the Delaware Court of Chancery Matters

Delaware’s Court of Chancery plays an important role in shaping corporate law nationwide. Its decisions often influence how companies are run and how they resolve conflicts. The court’s reputation for fairness and expertise has solidified Delaware’s status as the leading state for corporate registration, with more than half of U.S. publicly traded companies incorporated there.

Major Milestones of the Delaware Court of Chancery

Throughout its history, the Delaware Court of Chancery has evolved, providing businesses with a valuable resource. 

1. 1792 – Establishment
   Designed to handle cases requiring equitable remedies, such as disputes over trusts, estates, and contracts, the Delaware Court of Chancery is created as a separate equity court.
2. 1899 – Delaware General Corporation Law
   Delaware enacts its General Corporation Law, establishing a business-friendly legal framework. This attracted companies to incorporate in Delaware, gradually focusing the Court of Chancery on corporate law matters.
3. Early 20th Century – Rise of Corporate Cases
   As more businesses incorporate in Delaware, the Court of Chancery begins specializing in corporate governance and fiduciary duty cases. This marked its transformation into a key forum for resolving corporate disputes.
4. 1967 – Modernization of Corporate Law
   Delaware revamps its General Corporation Law, further solidifying its reputation as the top state for incorporation. The Court of Chancery’s role in interpreting these laws became increasingly significant.
5. 1985 – Unocal and Revlon Decisions
   Landmark cases like Unocal Corp. v. Mesa Petroleum Co. and Revlon, Inc. v. MacAndrews & Forbes Holdings, Inc. clarify directors’ duties in takeover scenarios. These rulings become foundational in corporate law nationwide.
6. 1990s – Expansion of Jurisdiction
   The Court expands its jurisdiction to address disputes involving alternative entities like limited liability companies (LLCs) and partnerships, reflecting changes in business practices.
7. 2000s – Landmark Cases in Corporate Governance
   High-profile cases, such as Disney (executive compensation) and Airgas (poison pill defenses), reinforce the court’s influence in shaping modern corporate governance principles.
8. 2013 – Adoption of Technology and E-Filing
   The Court of Chancery embraces technology, implementing e-filing and case management systems to improve efficiency and accessibility for businesses worldwide.
9. Present Day – Global Influence
   The Court continues to issue decisions that shape corporate law, attracting international attention and cementing its reputation as the leading venue for complex business disputes.

Bottom Line

Without the Delaware Court of Chancery, the business world would likely face more uncertainty and inconsistency in corporate governance and dispute resolution. The court provides clear, predictable rulings on complex corporate matters, which help companies navigate legal challenges with confidence. Without the Delaware Court of Chancery, businesses could, in theory, struggle with slower litigation processes, less experienced judges, and inconsistent legal interpretations in other jurisdictions.