Delaware lawmakers make changes to 90+ sections of the state’s business entity laws

By Eric Geringswald | CSC

Delaware lawmakers approved changes to more than 90 of the state’s business entity laws during this year’s legislative session. Among the changes are increases to taxes and fees impacting the state’s business entities. 

Changes are captured in the Fall 2026 edition of CSC’s Delaware Laws Governing Business Entities Annotated, which is current through current through Act Chapter 346 of the 153rd General Assembly.

Among the provisions of the Delaware General Corporation Law that have been substantively amended are those concerning:

·      Stockholder approval requirements for certain amendments to certificates of incorporation affecting authorized shares

·      Service of process procedures for dissolved corporations

·      Revival of a void or forfeited certificate of incorporation of a nonstock corporation

Among the provisions of the Delaware Revised Uniform Limited Partnership Act that have been substantively amended are those concerning: 

·      Definition of a certificate of registered series

·      Amendments to certificates of LPs and certificates of registered series

·      Execution of certificates of amendment and certificates of correction

·      Liability for false statements in certificates

·      Confirmation of flexibility of LPs to establish with series

·      Required statement in application for registration of foreign LPs 

Among the provisions of the Delaware Limited Liability Company Act that have been substantively amended are those concerning: 

·      Definition of certificate of registered series

·      Confirmation of the flexibility of LLCs with series

Among the provisions of the Delaware Statutory Trust Act that have been substantively amended are those concerning:

·      Irrevocability of subscription for beneficial interest

·      Liability protections for advisers

·      Amendment to the governing instrument pursuant to division

·      Ratification or waiver of a void or voidable act or transaction

·      Registered agent duties or functions

·      Revocation of dissolution of a statutory trust or a series of a statutory trust

·      Nullification of a prior certificate by a certificate of correction

·      Amendment to certificate of trust pursuant to a merger

·      Contents of a certificate of amendment of certificate of division

·      Effect of division

·      Change to definition of “associate”

·      Beneficial interest acquisitions

·      Status of control beneficial interests

·      Beneficial interest acquisition approval and exemption revisions

·      Disclosure of information in connection with control beneficial interests

In-depth legal analyses by noted Delaware attorneys Michael P. Maxwell, Matthew J. O'Toole, and Alyssa Gerace Frank of Potter Anderson & Corroon LLP explore the impact of the legislation coming out of the 2026 Session. Changes are listed in the Table of Sections Affected, and blackline amendment notes indicate the text that was added and deleted.

More than 50 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 six significant Delaware cases focusing on the latest legal developments involving breach of fiduciary duty, conflicted directors, stockholders, derivative actions, forum selection clauses, and attorney use of AI.

This edition features the Rules of the Court of Chancery, as well as select Rules of Civil Procedure for the Superior Court of the Delaware relating to commercial disputes, arbitration and the Court’s Complex Commercial Litigation Division, all updated through August 21, 2026. 

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 2026 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’s 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 4,000 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.