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.