Key 2026 Amendments to Delaware’s Corporate, LLC, and LP Statutes

中文版

By enactment of House Bills 353, 352, and 354, signed by Governor Matt Meyer on June 10, 2026, Delaware has made targeted amendments to the Delaware General Corporation Law (DGCL), Delaware Limited Liability Company Act (LLC Act), and Delaware Revised Uniform Limited Partnership Act (LP Act), respectively, effective August 1, 2026.

This newsletter summarizes key amendments, identifies entities and stakeholders most affected, and provides practical guidance for maintaining compliance. Key amendments include clarifications for stockholder voting requirements, corporate dissolution procedures, and certain alternative entity governance matters.

DGCL Section 242 Clarification of Voting Requirements for Specified Charter Amendments

DGCL Section 242 governs amendments to a corporation’s certificate of incorporation (COI), including the voting requirements under Sections 242(b)(2) and 242(d) for certain amendments increasing or decreasing the number of authorized shares of a particular class.

As a default rule, Section 242(b)(2) entitles holders of an affected class of stock to vote separately as a class on amendments to a corporation’s COI to increase or decrease the authorized shares of that class of stock. However, the section also permits corporations to opt out of this default rule if their COI provides that only a majority vote of all stockholders entitled to vote can effect such amendments. In 2023, Section 242(d) was added to provide a lower voting threshold, allowing for amendments to COIs to increase or decrease the number of authorized shares of a particular class if the votes cast for the amendment exceed the votes cast against it, so long as that class of stock is listed on a national securities exchange and certain other conditions are met, rather than a majority vote of all stockholders entitled to vote, unless provided otherwise in a COI. The addition of Section 242(d) has caused confusion with respect to the interplay between it and Section 242(b)(2), specifically whether opting out of the separate class voting requirement under Section 242(b)(2) automatically constitutes an opt-out from Section 242(d), an issue the Delaware Court of Chancery addressed in Salama v. Simon in November 2024, in a decision the Delaware Supreme Court affirmed in June 2025. The 2026 amendments clarify that opting out of Section 242(b)(2), i.e., requiring a majority vote of all stockholders entitled to vote to amend a COI to increase or decrease the authorized shares of a particular class of stock, does not automatically constitute an opt-out from Section 242(d)’s majority-of-votes-cast requirement. To opt out of Section 242(d), a COI must expressly provide that the corporation is not governed by Section 242(d)(1) or (2), or require a greater or additional vote than Section 242(b)(2) would otherwise require.

Owing to the clarification provided by the 2026 amendments, there is now greater predictability for listed corporations considering future COI amendments to authorized shares and for venture-backed companies preparing their COIs for a future public listing.

Companies are encouraged to review their COIs to ensure that current voting provisions accurately reflect their intended voting standards for amendments to authorized capital, to assess whether opt-out provisions are needed for Sections 242(b)(2) and 242(d), and to consider whether amendments of COI provisions relating to authorized share changes are needed. Going forward, a corporation that intends to opt out of Section 242(b)(2) but not Section 242(d) may consider drafting the opt-out without reciting a voting standard.

DGCL Section 275 Updated Procedures for Corporate Dissolution

DGCL Section 275 governs corporate dissolution. Questions often arose concerning service of process on corporations after dissolution took effect. The 2026 amendments provide the following clarifications regarding dissolution:

• Service of process through the Delaware Secretary of State is now permitted following dissolution.
• A registered agent’s authority and responsibilities terminate when dissolution becomes effective, except for process received by a registered agent prior to the effective date of dissolution.
• Dissolving corporations must now include in their certificates of dissolution an agreement consenting to service of process by the Delaware Secretary of State following dissolution and the address to which the Secretary of State should forward process.

Corporations contemplating dissolution or wind-down and sponsors, investors, and managers overseeing dissolution of portfolio companies or special purpose vehicles should be mindful of these amendments. Such entities should update internal dissolution checklists and precedent dissolution forms to reflect these amendments and to ensure compliance therewith.

2026 Amendments to Delaware Alternative Entity Statutes

Additionally, Delaware amended the LLC Act and the LP Act, including the following:

LLC Act

The LLC Act allows limited liability companies to establish one or more series. Section 18-215(a) now clarifies that the existence of any series that is not considered a protected or registered series does not prohibit a limited liability company from merging, consolidating, or converting.

LP Act

Section 17-202 now permits a former general partner in specified situations to file a certificate of amendment to remove his/her name from the certificate of limited partnership of a limited partnership.

Section 17-202(c)(2) now requires a certificate of amendment to be filed within ninety (90) days after a person ceases to be a general partner of a limited partnership for any reason unless one has already been filed.

Subchapter IX of the LP Act has allowed and acknowledged any authorized person, other than a general partner, to execute documents on behalf of a foreign limited partnership for filing certain documents with the Delaware Secretary of State. Section 17-207, governing materially false statements made in any filed certificate, now extends liability for false statements to any person who executes a certificate under Subchapter IX even if he/she is not a general partner of a foreign limited partnership.

The LP Act allows limited partnerships to establish one or more series. Section 17-218(a) now clarifies that the existence of any series that is not considered a protected or registered series does not prohibit a limited partnership from merging, consolidating, or converting.

Delaware remains the preferred jurisdiction for formation of investment fund structures; thus, fund sponsors, general partners, investors, and managers operating through Delaware entities should be mindful of these updates. Delaware entities are encouraged to review their LLC operating agreements and limited partnership agreements to ensure governance provisions are consistent with current statutory requirements and to monitor whether Delaware issues further guidance on these alternative entity amendments.

Conclusion

In addition to being apprised of the 2026 Delaware amendments discussed above, businesses and their advisors should review their organizational documents, update internal forms, and ensure that governance practices reflect and comply with the current state of Delaware law.