On August 1, 2026, the annual amendments to Delaware’s principal business-entity statutes came into effect, following approval by the Delaware General Assembly and signature by the Governor on June 10, 2026.
The package includes changes to the Delaware General Corporation Law (Senate Bill approved earlier in the 2026 session), the Delaware Limited Liability Company Act (House Bill 352), and the Delaware Revised Uniform Limited Partnership Act (House Bill 353), and continues Delaware’s practice of periodically updating its entity statutes to preserve their national and international preeminence.
Highlights include refinements to stockholder ratification of defective corporate acts, updates to officer exculpation and indemnification, clarifications on the flexibility of series LLCs (including the treatment of protected and registered series, mergers, conversions and consolidations, and a new definition of “certificate of registered series”), and modernization of provisions on electronic signatures, notices, and records.
The amendments are particularly relevant to holding-company structures, M&A transactions, joint ventures, and fund vehicles that rely on Delaware entities as parent, blocker, or acquisition vehicles — including many Brazilian and Portuguese groups that use Delaware corporations and LLCs in their US and international structures.
Charter documents, LLC and LP agreements, and closing checklists should be reviewed against the new framework.