On June 10, 2026, Delaware Governor Matt Meyer signed into law the 2026 amendments to the General Corporation Law of the State of Delaware (the “DGCL”), the Delaware Limited Liability Company Act (the “LLC Act”), and the Delaware Revised Uniform Limited Partnership Act (the “LP Act). The LLC Act and the LP Act are sometimes collectively referred to as the “Alternative Entity Statutes.” There were no amendments to the Delaware Revised Uniform Partnership Act or the Delaware Statutory Trust Act this year.
Set forth below is a brief summary of the most significant changes contemplated by the amendments to the DGCL and Alternative Entity Statutes. The amendments will become effective on August 1, 2026.
What You Need to Know:
Amongst other changes, these amendments:
- Clarify the procedure of opting out of DGCL § 242’s voting requirements for increasing or decreasing the number of shares of stock authorized for issuance in a particular class;
- Establish post-dissolution service of process procedures for corporations; and
- Modify the notification process when a general partner ceases serving in such role for a limited partnership
Delaware General Corporation Law
“Opt Out” Procedure for Voting on Changes to Authorized Shares of Stock in a Particular Class (DGCL § 242(d))
The amendments resolve an interpretive question concerning the ability of a corporation to “opt out” of DGCL § 242(b)(2)’s voting requirements for increasing or decreasing the number of shares of stock authorized for issuance in a particular class. As a default rule, Section 242(b)(2) entitles holders of stock in the affected class to vote separately as a class on amendments to the corporation’s certificate of incorporation aiming to increase or decrease authorized shares of said class of stock. However, § 242(b)(2) also allows corporations to “opt out” of this class-specific approval requirement if their certificate of incorporation specifies that only a majority vote of all stockholders entitled to vote is required for such amendments. In 2023, § 242 was amended to add subsection (d), which established even lower voting thresholds based on “votes cast” for certain amendments related to authorized shares of particular classes of stock, such as for shares of a class of stock listed on a national securities exchange. The addition of subsection (d) created confusion around the interplay between its own voting threshold and subsection (b)(2)’s “opt out” provision.
To resolve this confusion, § 242 has been amended to clarify that a certificate of incorporation allowing for a majority vote on amendments to increase or decrease the number of shares of stock authorized for issuance in a particular class (i.e., adopting § 242(b)(2)’s “opt out” provision) will not, by itself, be treated as an opt out of the streamlined voting procedures set forth in § 242(d). Instead, § 242(d) will continue to apply unless the certificate of incorporation expressly separately states that the corporation is not governed by § 242(d) or requires a greater or additional vote.
Post-Dissolution Service of Process (DGCL § 275)
Newly created § 275(h) provides that a dissolved corporation’s registered agent’s authority and responsibilities terminate when the dissolution becomes effective, except with respect to any service of process received by the agent prior to the effectiveness of the dissolution. Additionally, newly created § 275(i) outlines the procedure for the Delaware Secretary of State to accept service of process on behalf of a dissolved corporation. To further expand on this change, subsections (d) and (f) of § 275 now require certain additional information to be included in a certificate of dissolution, including a consent to authorizing the Delaware Secretary of State to receive service of process on the corporation’s behalf post-dissolution.
Revival of Nonstock Corporations (DGCL § 312(j))
The amendments clarify the procedures for a non-stock corporation to revive a forfeited or void certificate of incorporation under § 312. Under newly amended subsection (j), revival no longer requires approval by the members of the non-stock corporation entitled to vote on dissolution, but rather just requires approval by the members entitled to elect members to the non-stock corporation’s governing body. Moreover, the amendments clarify that elections to the non-stock corporation’s governing body by the members at the time of revival are required only if, at the time of revival, there are no existing persons holding such offices.
Alternative Entity Acts
Notification of Removal or Withdrawal of General Partner (LP Act § 17-202)
The amendments to § 17-202 of the LP Act now permit a former general partner whose name is listed on the certificate of limited partnership to file a certificate of amendment with the Delaware Secretary of State in limited circumstances to remove themselves as a general partner of the limited partnership. Under amended § 17-202(d), the certificate of amendment need only state the name of the limited partnership and that the person is no longer a general partner. Newly amended § 17-202(c)(2) also now requires a certificate of amendment to be filed within ninety (90) days after a person ceases to be a general partner of the limited partnership for any reason, not solely upon their withdrawal, unless a certificate of amendment has already been filed pursuant to § 17-202(d).
With regard to registered series, amended § 17-221(d)(6) similarly allows a general partner associated with the series of a limited partnership to file a certificate of amendment with the Delaware Secretary of State in limited circumstances to remove themselves as a general partner. The amendment must include the name of limited partnership and registered series, along with a statement that the person is no longer serving as general partner. Like newly amended § 17-202(c)(2), amended § 17-221(d)(5)(b) requires a certificate of amendment to be filed within ninety (90) days after a person ceases to be a general partner of the registered series for any reason, not solely upon their withdrawal, unless a certificate of amendment has already been filed pursuant to § 17-221(d)(6).
Clarification Regarding Foreign Limited Partnerships (LP Act § 17-207, § 17-902(1))
Subchapter IX of the LP Act was previously amended to allow any person authorized to execute documents on behalf of a foreign limited partnership to file certain documents with the Delaware Secretary of State, rather than solely allowing an individual who occupies the role of general partner to do so. Accordingly, § 17-207, governing materially false statements in any filed certificate, has been amended to extend liability for false statements to any person who executes a certificate pursuant to Subchapter IX, regardless of whether they are a general partner of the foreign limited partnership. Relatedly, newly amended § 17-902(1) now provides that the required statements to be made in a foreign limited partnership’s application for registration as a foreign limited partnership in Delaware must be made by the authorized person signing the application, regardless of whether they are a general partner.
Limited Liability Company and Limited Partnership Series Flexibility (LP Act § 17-218(a); LLC Act § 18-215(a))
The LLC Act and LP Act allow limited liability companies and limited partnerships, respectively, to establish one or more series. The amendments to both Acts now clarify that the existence of any series that is not considered a protected or registered series does not prohibit the limited liability company or limited partnership from merging, consolidating, or converting, notwithstanding existing language regarding limitations on merger, conversion and consolidation of a series in § 17-218(a) of the LP Act and § 18-215(a) of the LLC Act.
