Registered agents who handle legal papers for Delaware partnerships cannot work solely through remote contact or mail forwarding under rules effective August 1, 2025.
Since August 1, 2025, registered agents for partnerships under Delaware law cannot do their work solely through remote contact, a mail forwarding service, or both.
An inaccurate or improperly completed partnership filing may be canceled through a correction. Cancellation dates back to the original filing, except for people it substantially harms.
People whose approval is required may validate an invalid act involving a partnership, including a partner’s act. Silence may show approval; required notice may follow when those people could amend the agreement.
An out-of-state limited liability partnership registering to do business in Delaware must report where and when it formed, have a partner confirm it legally exists there when it files, and give its partner count when registration takes effect.
If a filing will cancel a partnership's state record of existence, the partnership must pay the full annual tax for the year the filing takes effect before submitting it.
Registered agents may not do their work solely through remote contact, mail forwarding, or both. This covers registered agents for partnerships under Delaware's partnership law. Remote contact means working only through the internet or other ways of communicating from a distance. This rule took effect on August 1, 2025.
A correction filing may cancel an inaccurate or improperly completed partnership document. The document must be a statement or certificate filed under Delaware's partnership law. The correction must describe the problem, say the earlier document is canceled, and meet the signing and filing rules. For people substantially harmed by the cancellation, it takes effect when the correction is filed. This rule took effect on August 1, 2025.
People whose approval is required may validate an act involving a partnership that was invalid or could be undone. The partnership, a partner, or another person may have taken the act. A person may have acted for themselves or the partnership. The partnership agreement determines whose approval is needed. Words, actions, silence, or acceptance may show approval. If a change to the agreement allowing the act would require notice, and the approvers could also approve that change, people owed notice must be told afterward unless already told or involved. Approval can take effect before notice. The act is treated as valid from when it was taken. These rules took effect on August 1, 2025.
An out-of-state limited liability partnership must give formation details and a partner's statement when registering in Delaware. This covers limited liability partnerships formed outside Delaware that register to do business there. A partner must state that the partnership legally exists where it formed as of the filing date. The filing must give the number of partners when registration takes effect. The partnership files this information before doing business in Delaware. This rule took effect on August 1, 2025.
A partnership must pay its full annual tax before filing a document that will cancel its state record of existence. This applies when a filing under Delaware's partnership law will cancel a partnership's state record of existence. The full tax is for the calendar year in which the cancellation filing takes effect. Payment is due before the document that causes cancellation is filed. This rule took effect on August 1, 2025.
No hearings or votes scheduled.