DE SB98

Registered agents for LLCs are prohibited from performing their duties solely through virtual offices, internet-based means, or mail forwarding services, and must maintain a physical presence in Delaware

Expands the ratification or waiver provisions for void or voidable LLC acts to include actions by members, managers, or other persons acting individually or on behalf of the company, and clarifies that ratification may be express or implied through statements, action, inaction, or acquiescence

Allows certificates of correction to nullify (not just correct) previously filed certificates, including certificates of cancellation, by specifying the defect and stating the certificate is nullified

Requires a certificate of formation to be attached to a certificate of consolidation when the resulting entity from a consolidation is a Delaware LLC

Clarifies that annual taxes for LLCs and registered series must be fully paid for the calendar year before filing any certificate that would end the entity's existence or registration, with the amendments taking effect August 1, 2025