Registered agents for Delaware-registered LLCs cannot work only remotely

Registered agents may not do their work solely through remote communication, a mail forwarding service, or both. This covers registered agents for Delaware limited liability companies and out-of-state limited liability companies registered in Delaware. A virtual office means doing the work solely online or through other remote communication. This rule took effect August 1, 2025.

People with the required approval power may validate an action that was invalid or could be set aside, or waive an unmet company agreement requirement. This covers actions involving a limited liability company, including acts by members, managers, or others acting for themselves or the company. Approvers must have the power the company agreement requires to approve the action or change the agreement. Words, actions, silence, or acceptance may show approval. When later notice is required, people entitled to it who have not received notice or participated must get it. The decision takes effect even if that notice has not been sent. Once validated, the action counts as valid from when it was first taken. This rule took effect August 1, 2025.

Filing a certificate of correction may undo a faulty certificate filed under Delaware’s limited liability company law. This covers certificates filed under Delaware’s limited liability company law. A cancellation qualifies if filed before the company dissolves or finishes closing. The earlier certificate must inaccurately record an action or have been completed incorrectly or in error. The correction must identify the problem and state that the earlier certificate is undone. The correction normally takes effect from the original filing date. For people significantly harmed by it, it takes effect when the correction is filed. This rule took effect August 1, 2025.

A covered company or series must pay the full annual tax before filing a certificate that ends its existence or Delaware registration. This covers Delaware limited liability companies, their registered series, and out-of-state limited liability companies registered in Delaware. The filing must end the company’s or registered series’ existence, or an out-of-state company’s Delaware registration. The tax covers the calendar year in which the certificate takes effect and is due before filing. This rule took effect August 1, 2025.