Delaware Business Entity Law: Key 2025 Amendments and Insights

By Eric Geringswald | CSC

Delaware legislators approved significant amendments to the Delaware General Corporation Law (DGCL) and the Limited Liability Company Act during their 2025 session.

Changes to the DGCL include amendments to statutes concerning:

• Forum selection and the regulation of “intra-corporate affairs”
• Registered agents
• Certificates of merger or consolidation
• Certificates of revocation of dissolution and restoration
• issuance of scrip or warrants in bearer form
• Certificates of validation relating to a time during which the corporation was forfeited or void
• Reinstatement of qualification for a foreign corporation after such qualification has been forfeited
• Refunds of taxes, penalties, or interest in connection with filings of a certificate of correction or certificate of validation

Changes to the Limited Liability Company Act include amendments to statutes concerning:

• Amendment of a certificate of formation by a certificate of merger or certificate of ownership and merger
• Mechanisms for revoking the termination or dissolution of protected or registered series
• The ability of a certificate of merger of registered series to amend a certificate of registered series
• Mechanisms for revoking dissolution of an LLC

These and other changes are captured in the Fall 2025 edition of CSC’s Delaware Laws Governing Business Entities Annotated. The Fall 2025 edition is current through Chapter 120 of the 153rd General Assembly, with more than 50 sections added or amended since the Spring 2025 edition.

In-depth legal analyses by noted Delaware attorneys Michael P. Maxwell, Matthew J. O'Toole, Alyssa G. Frank, and Rebecca Salko of Potter Anderson & Corroon LLP explore the impact of the legislation coming out of the 2025 Session, while blackline amendment notes following each amended section illustrate the exact text that was added and deleted.

More than 55 new case notes from Delaware courts and courts in other jurisdictions applying Delaware business entity law have been added since the Spring edition. The Table of New Annotations lists added cases and gray bars in the body of the book indicate where they’ve been added. Volume 2 also includes the full text of five significant Delaware cases focusing on the latest legal developments involving incentive awards, mootness fees, inspection of records, and trusts.

A comprehensive Fee Schedule provides up-to-date information for calculating annual franchise taxes and other related business entity fees. The book also includes online access to more than 150 forms for incorporation, formation, qualification, mergers, dissolution, and name reservation for all business entity types in Delaware via the LexisNexis® Store download center. A listing of the forms and contact information for Delaware’s Division of Corporations can be found in the book’s appendix.

The Fall 2025 edition of Delaware Laws Governing Business Entities Annotated is available as a two-volume softbound book or as an eBook compatible with dedicated eReader devices, computers, tablets and smartphones that use eReader software or applications. It is also available on the LexisNexis® Digital Library.

Other essential resources for Delaware business entity law

Voss on Delaware Contract Law

Delaware contract law frequently governs the formation, interpretation, and enforcement of high-stakes commercial agreements throughout the United States; it also underpins the nation’s predominant corporation and business entities laws.

Citing more than 3,750 authorities spanning more than 100 years, Voss on Delaware Contract Law provides an unparalleled review of that immense body of law.

Transactional attorneys and litigators will benefit from easy access to thousands of thoughtfully selected and organized quotations of cases, statutes, and rules, as well as harder-to-find court orders and transcripts, covering subjects from contract interpretation to contract-related torts, remedies, and comparative law. To further streamline research, this resource contains an innovative “Contract Typology” section, which surveys authorities by type of contract, clause, and phrase, to help identify type-specific considerations and interpretations pertinent to contract drafting and dispute resolution.

Symonds & O’Toole on Delaware Limited Liability Companies, Second Edition

More Delaware limited liability companies are formed each year than any other Delaware business entity. Symonds & O’Toole on Delaware Limited Liability Companies—referred to in a Delaware Court of Chancery decision as “the leading Delaware LLC treatise”—offers workable solutions for even the most complex transactions and practical insight into case law interpreting the statute, to help practitioners provide the best possible representation and advice to clients looking to make the most of their Delaware LLCs.

Co-author Matthew J. O’Toole is a partner, and co-author Robert L. Symonds, Jr. is a retired partner, at Potter Anderson & Corroon LLP in Wilmington Delaware. Mr. Symonds is one of the original drafters of the Delaware Limited Liability Company Act. Mr. O’Toole is a past chair of the Delaware State Bar Association committee responsible for proposing amendments to that statute and to Delaware’s limited partnership and general partnership laws.

To learn more about Delaware Laws Governing Business Entities Annotated, Voss on Delaware Contract Law, and Symonds & O’Toole on Delaware Limited Liability Companies, call 1.800.533.1637 or visit us online at www.lexisnexis.com/csc.