United States – Delaware Introduces Wide-Ranging Corporate Governance and Fee Reforms

Delaware has enacted a broad package of legislative amendments affecting corporations, statutory trusts, limited liability companies and partnerships.

Effective the 1^st of August 2026, the reforms introduce changes to governance, reporting and procedural requirements, while also increasing a range of state filing fees and annual taxes. The amendments are relevant to a significant number of corporate groups, along with investment structures and fund vehicles.

Regulatory Background

The amendments span several key Delaware entity statutes, including the General Corporation Law, Statutory Trust Act, LLC Act and Revised Uniform Limited Partnership Act.

Key changes include:

• Clarification of voting and corporate action procedures for Delaware corporations.
• New registered agent requirements for Delaware statutory trusts, including restrictions on operating solely through virtual office or mail-forwarding arrangements.
• Expanded and clarified rules governing registered and unregistered series structures for LLCs and partnerships.
• Updated procedures for dissolved corporations, with service of process responsibilities transferring to the Delaware Division of Corporations following dissolution.
• New mechanisms allowing former general partners to correct public records where they continue to be listed after departure.
• Extended liability for false or inaccurate public filings, with responsibility no longer limited solely to general partners in certain circumstances.

The reforms are intended to modernise Delaware’s entity framework, enhance administrative efficiency and provide greater clarity around governance and entity administration.

Applicability and Scope

The amendments affect:

• Delaware corporations
• Delaware statutory trusts
• Delaware limited liability companies (LLCs)
• Delaware limited partnerships (LPs)
• Delaware limited liability partnerships (LLPs)

Effective Dates

Most governance, procedural and fee-related amendments took place on the 1^st of August 2026.

Separately, annual tax increases for LLCs and LPs apply retroactively from the 1^st of January 2026 for the 2026 tax year and will first be payable as part of 2027 annual tax obligations.

Practical Considerations and Ongoing Obligations

Delaware entities should review their governance documents, operating agreements and compliance procedures to determine whether any amendments affect their structure or operations.

Particular consideration should be given to:

• Existing voting provisions and corporate decision-making procedures
• Registered agent arrangements, particularly for statutory trusts
• Series LLC and partnership structures
• Dissolution and winding-up procedures
• Public filing processes and signatory responsibilities
• Budgeting for increased filing fees and annual taxes

Legal, compliance and governance teams should review existing policies and procedures to ensure alignment with the revised framework.

Financial Impact

The legislation introduces increases across a broad range of Delaware filing, service and administrative fees, as well as annual taxes for LCCs and LLPs.

Notable changes include:

• Increased annual taxes for Delaware LLCs and LPs
• Higher filing, document search and service fees
• Increased annual report and qualification fees for LLPs
• Increased expedited processing fee limits

These changes may increase the cost of maintaining Delaware entities and should be factored into future compliance and governance budgets.

Risks of Non-Compliance

Penalties and consequences vary depending on the specific Delaware statute involved and the nature of the non-compliance.

Given the expanded liability provisions and revised procedural requirements, entities should ensure that corporate records, public filings and governance processes remain accurate and compliant with the updated legislation.

How Mercator® by Citco (Mercator) Can Help

Mercator can assist with:

• Assessing the impact of the Delaware reforms on existing structures
• Reviewing governance documentation and operating agreements
• Supporting annual filing and compliance requirements
• Advising on entity maintenance, restructuring and governance changes
• Monitoring future developments and implementation guidance

For assistance, please contact mercator@citco.com