Delaware has implemented targeted amendments to the Delaware General Corporation Law (DGCL), Delaware Limited Liability Company Act (DLLCA), and Delaware Revised Uniform Limited Partnership Act (DRULPA) effective August 1, 2026. While less sweeping than Delaware's 2025 corporate law reforms, the 2026 amendments provide important clarifications regarding stockholder voting requirements, corporate dissolution procedures, and certain alternative entity governance matters. The DGCL amendments were enacted as House Bill 353 (153rd General Assembly), signed by Governor Matt Meyer on June 10, 2026.
This alert summarizes the key changes, identifies the entities and stakeholders most directly affected, and offers practical steps for maintaining compliance.
Key Takeaways
- Section 242 Voting Clarification. An existing opt-out of the separate class vote under Section 242(b)(2) does not automatically opt out of the majority-of-votes-cast standard under Section 242(d). Certificates of incorporation must expressly reference Section 242(d), or otherwise provide a greater voting requirement, to avoid its application.
- Dissolution Procedures Updated. Dissolving corporations must now include a service-of-process agreement and forwarding information in their certificates of dissolution, and the statute expressly authorizes service through the Delaware Secretary of State after dissolution.
- Alternative Entity Amendments. The DLLCA and DRULPA amendments clarify series governance, permit former general partners to file certificates of amendment to remove their names from the certificate of limited partnership, and impose a 90-day filing requirement when a person ceases to be a general partner.
- Action Items. Delaware corporations, limited liability companies (LLCs), and limited partnerships should review their organizational documents and governance practices to confirm continued compliance.
I. Clarification of Voting Requirements for Specified Charter Amendments under Section 242
Background
Section 242 of the DGCL governs amendments to a corporation's certificate of incorporation. Two provisions are directly relevant:
- Section 242(b)(2) generally requires separate class approval for certain amendments affecting a class of stock.
- Section 242(d), which became effective on August 1, 2023, permits approval of specified charter amendments — including changes to authorized shares, par value, and share designations — by a majority of votes cast (rather than a majority of outstanding shares) unless the certificate of incorporation provides otherwise.
Since Section 242(d)'s adoption, uncertainty arose over whether a traditional charter provision opting out of the separate class vote under Section 242(b)(2) would also operate as an opt-out of Section 242(d)'s voting standard. In fact, in Salama v. Simon, 328 A.3d 356 (Del. Ch. 2024), aff'd, 342 A.3d 373 (Del. 2025), the Court of Chancery addressed the interplay between these provisions and, on the facts presented, concluded that the opt-out of Section 242(b)(2) did not also operate as an opt-out of Section 242(d). The 2026 amendments codify and extend that result.
What the 2026 Amendment Clarifies
The legislation confirms that an opt-out of Section 242(b)(2) does not automatically operate as an opt-out of Section 242(d). To avoid the application of Section 242(d)'s majority-of-votes-cast standard, a corporation's certificate of incorporation must either:
- expressly reference Section 242(d); or
- otherwise provide for a greater voting requirement.
This clarification provides greater predictability for corporations considering future charter amendments involving authorized shares.
Who Should Pay Attention
- Public companies that periodically seek stockholder approval to increase authorized shares in connection with equity incentive plans, stock splits, or other capital structure changes.
- Venture-backed companies that amend their capital structures in connection with financing rounds, often adjusting authorized share counts for new series of preferred stock.
- Advisors and counsel who draft or review certificates of incorporation and charter amendment proposals.
Recommended Actions
- Review existing certificates of incorporation to determine whether current voting provisions accurately reflect the corporation's intended voting standards for amendments involving authorized capital.
- Assess whether existing opt-out language addressing Section 242(b)(2) was also intended to address the voting standard under Section 242(d).
- Consider whether amendments to charter provisions are warranted before the next stockholder vote on authorized share changes.
II. Updated Procedures for Corporate Dissolution
Background
Section 275 of the DGCL governs corporate dissolution. Questions occasionally arose regarding service of process on corporations after dissolution took effect, particularly where a registered agent's obligations were unclear.
What the 2026 Amendment Changes
The amendments establish a more comprehensive statutory framework for post-dissolution service of process:
- Service through the Delaware Secretary of State is now expressly authorized following dissolution.
- The registered agent's authority and responsibilities terminate when dissolution becomes effective, except with respect to process received by the registered agent before the effective date of dissolution (new Section 275(h)).
- Dissolving corporations must include in their certificates of dissolution an agreement relating to service of process and specified forwarding information.
- The plaintiff serving process under the new subsection must notify the Secretary of State and pay the applicable fee (increased to $100 under House Bill 400).
Who Should Pay Attention
- Corporations contemplating dissolution or wind-down must ensure their dissolution filings comply with the new requirements.
- Sponsors, investors, and managers overseeing the dissolution of portfolio companies or special purpose vehicles organized in Delaware.
- Litigation counsel who may need to effectuate service on dissolved corporations.
Recommended Actions
- Update internal dissolution checklists to reflect the new filing requirements for certificates of dissolution.
- Review and revise precedent dissolution forms to incorporate the service-of-process agreement and forwarding information now required by statute.
- Confirm that dissolution procedures for any pending wind-down comply with the amended statute.
III. Technical Amendments: Nonstock Corporations
The legislation also amends Section 312(j) of the DGCL regarding the revival of nonstock corporations whose certificates have become void or forfeited. The amendments delete an unnecessary reference to actions by members entitled to vote on dissolution and clarify that member elections to the governing body are required only if no persons are then serving in those offices at the time of revival. No substantive changes to revival procedures are included.
IV. Amendments to Delaware Alternative Entity Statutes
In addition to the corporate law changes, Delaware adopted amendments to the DLLCA (House Bill 352) and DRULPA (House Bill 354). These amendments are more limited in scope but reflect Delaware's continued effort to maintain and refine its business entity statutes.
Scope
The alternative entity amendments address the following:
- DLLCA: Defines "certificate of registered series" (Section 18-101) and confirms that an LLC agreement may establish series that are not protected or registered series, and that a series' inability to merge or consolidate does not prevent the LLC itself from doing so (Section 18-215).
- DRULPA: Permits a former general partner to file a certificate of amendment to remove their name from the certificate of limited partnership (new Section 17-202(d)); requires a certificate of amendment within 90 days whenever a person ceases to be a general partner (not only upon withdrawal); extends similar procedures to registered series (Section 17-221); and clarifies that a limited partnership with series may merge, convert, or consolidate notwithstanding limitations on individual series (Section 17-218).
- Both Acts: Clarify execution requirements and false-statement liability for certificates filed by former general partners and persons authorized under the foreign limited partner registration provisions.
Because Delaware remains the preferred jurisdiction for the formation of LLCs and investment fund structures, even targeted statutory changes can carry meaningful implications for fund sponsors, general partners, investors, and managers operating through Delaware entities.
Recommended Actions
- Review LLC operating agreements and limited partnership agreements to confirm that governance provisions remain consistent with current statutory requirements.
- Monitor whether Delaware issues further guidance or legislative commentary on the scope of the alternative entity amendments.
V. Practical Considerations for Businesses and Advisors
Although the 2026 amendments are targeted rather than comprehensive, they touch several areas of routine corporate and entity practice. The following steps may help ensure continued compliance:
- Charter Review. Audit certificates of incorporation for voting provisions that reference Section 242(b)(2) to determine whether they address Section 242(d) as well.
- Dissolution Compliance. Revise dissolution checklists, precedent forms, and any pending filings to incorporate the new service-of-process and forwarding requirements.
- Entity Governance. Confirm that LLC operating agreements and limited partnership agreements align with the updated DLLCA and DRULPA provisions.
- Ongoing Monitoring. As Delaware continues its longstanding practice of refining its business entity statutes, businesses should monitor future developments and evaluate whether further statutory changes warrant updates to organizational documents, governance practices, or transaction documentation.
Conclusion
The 2026 amendments do not represent the type of sweeping overhaul seen in 2025, but they provide important clarifications and procedural updates that Delaware entities should not overlook. Businesses and their advisors should review organizational documents, update internal forms where necessary, and ensure that governance practices reflect the current state of Delaware law.
If you have questions or need additional information, please feel free to contact the authors or a member of Baker Donelson's Business and Corporate team.
Although this alert addresses certain aspects of Delaware law, the authors are not admitted to practice law in Delaware and do not provide opinions regarding Delaware law. Readers seeking advice regarding Delaware law should consult qualified Delaware counsel. Baker Donelson attorney Bruce Doeg, who is admitted to practice in Delaware, is also available to assist with Delaware law matters.