Delaware Law Update – Recent Legislative Developments – July 9, 2025 Senate Bill No. 95 Signed Into Law Amending the Delaware General Corporation Law
On June 30, 2025, Governor Matt Meyer signed Senate Bill No. 95 into law, enacting a wide range of amendments to the Delaware General Corporation Law (DGCL).
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Most of the amendments take effect on August 1, 2025, with one exception (relating to § 503(h)) taking effect for tax years beginning on or after January 1, 2026. SB 95 has important implications for corporate counsel and stakeholders in Delaware corporations.
Two amendments are of particular note for those advising on or engaged in litigation involving Delaware corporations:
- Amendments to DGCL §§ 102(f) and 109(b): These provisions further limit a corporation’s ability to adopt charter or bylaw provisions that impose attorneys’ fees on stockholders in unsuccessful stockholder or derivative suits. The statutory prohibitions on fee shifting are now extended to a broader set of claims – namely, any “claim that a stockholder, acting in its capacity as a stockholder or in the right of the corporation, has brought.”
- Amendments to DGCL § 115: Delaware corporations may now adopt charter or bylaw forum selection clauses that apply not only to “internal corporate claims”* but also to claims that “relate to the business of the corporation, the conduct of its affairs, or the rights or powers of the corporation or its stockholders, directors or officers”—so long as at least one Delaware state or federal court remains available as a forum, consistent with applicable jurisdictional requirements. This amendment expands permissible forum selection practices.
Additional Amendments of Note:
- 103(f) (confirming that, in addition to correcting a previously filed instrument, a certificate of correction filed with the Delaware Secretary of State may nullify a previously filed instrument);
- 131 (removing provisions to automatically treat a corporation’s registered office as its principal office or principal place of business);
- 132(b) (restricting Delaware registered agents from performing duties solely through a virtual office or a mail forwarding service);
- 155 (eliminating the ability of a corporation to issue scrip or warrants in bearer form in lieu of issuing fractional shares of stock to bring Section 155 in line with the Corporate Transparency Act, 31 U.S.C. Section 5336(f));
- 252(c) (deleting a requirement that a certificate of merger or consolidation list the authorized capital stock of each foreign corporation that has ceased to exist as a result of the merger or consolidation);
- 311(a)(4) (relating to procedures for revoking a Delaware corporation’s dissolution and restoring an expired corporation);
- 312(g) (relating to the calculation of annual franchise taxes following the revival of a Delaware corporation’s charter after it has become void);
- 377(e) (relating to procedures that a non-Delaware corporation must follow to reinstate its qualification to conduct business in Delaware);
- 502(a) (requiring that a Delaware corporation’s annual report filed with the Delaware Secretary of State disclose the nature of the business of the corporation and providing that no office of any registered agent may be disclosed as the address of the principal place of business of the corporation, except where the corporation maintains its principal place of business in Delaware and serves as its own registered agent);
- 503 (clarifying mechanics for the computation of franchise taxes for Delaware corporations); and
- 505 (relating to limits on refunds of tax, penalty and interest in connection with filing a certificate of correction or validation).
The full text of SB 95 is available on the Delaware General Assembly’s website.
Co-author Tom Ayala is a partner in the Litigation Department. Co-author Elizabeth Webb Bucilla is a partner in the Corporate & Securities Department.
* ‘Internal corporate claims’ means claims, including claims in the right of the corporation, (i) that are based upon a violation of a duty by a current or former director or officer or stockholder in such capacity, or (ii) as to which this title confers jurisdiction upon the Court of Chancery.”
8 Del. C. § 115(b).