DE SB95

Expands prohibitions on "fee-shifting" provisions in corporate certificates and bylaws to cover not just internal corporate claims but any claim brought by stockholders acting in their capacity as stockholders or in the right of the corporation

Requires forum selection provisions for non-internal corporate claims to allow stockholders to bring such claims in at least one Delaware court with jurisdiction, overriding federal court decisions that had permitted exclusive forum selection even where the designated court lacked jurisdiction

Allows certificates of correction filed with the Secretary of State to nullify previously filed instruments, not just correct them, with the nullification effective as of the original filing date

Prohibits registered agents from performing duties solely through virtual offices or mail forwarding services, and requires annual reports to disclose the nature of the corporation's business and a principal place of business address that is not a registered agent's office

Takes effect August 1, 2025 for most provisions, with the repeal of the alternative franchise tax rate for regulated investment companies effective for tax years beginning January 1, 2026