Delaware LLC Act
Ever wonder why LLCs have “members,” why making changes to your formation paperwork means filing an “amendment,” or why Delaware requires businesses to have a registered agent?
The specific requirements of forming and maintaining an LLC in Delaware are all thanks to Title 6, Chapter 18 of the Delaware Code, also known as the Delaware Limited Liability Company Act. On this page we’ll cover:
The Delaware LLC Act Covers:
- General provisions: 6 DE Code § 18-101 to 113
- Formation: 6 DE Code § 18-201 to 221
- Members: 6 DE Code § 18-301 to 306
- Managers: 6 DE Code § 18-401 to 407
- Finance: 6 DE Code § 18-501-506
- Distribution, resignation: 6 DE Code § 18-601 to 607
- Assigning LLC interests: 6 DE Code § 18-701 to 705
- Dissolutions: 6 DE Code § 18-801 to 806
- Foreign LLCs: 6 DE Code § 18-901 to 912
The Delaware LLC Act makes Delaware one of the best states in the nation for limited liability companies.
Keep reading to find out how!
Amendments to the Delaware LLC Act (2025)
In June of 2025, the Delaware General Assembly adopted Senate Bill 98, which amends some aspects of the Delaware LLC Act. Here’s what you need to know:
What’s changed?
The big takeaway from SB 98 is that registered agents are unable to use a virtual address for their services. In other words: Delaware Registered Agents have to have a real, physical presence in Delaware — not just a suite number in a huge high rise that rents out office space to mostly temporary businesses. The law has been updated to include the following language:
A registered agent may not perform its duties or functions solely through the use of a virtual office, the retention by the agent of a mail forwarding service, or both. For purposes of this subsection (e)(2), “virtual office” means the performance of duties or functions solely through the internet or solely through other means of remote communication.
When do these changes go into effect?
August 1, 2025
How does this affect my business?
Ideally SB 98 won’t affect your business because you have a legitimate registered agent whose registered office is located in a physical building in Delaware (like ours!). But business owners aren’t always aware of where their registered agent is located. If you currently employ the services of a registered agent that uses a virtual address, you’ll probably have to change registered agents.
The good news? You can hire us for only $29/year! For an additional $75, we can even take care of filing your change-of-agent form for you.
Hire a Real Delaware Registered Agent
With A Registered Agent, Inc., your registered address will be:
- At a real building (pictured)
- In a business district – “On The Green”
- With stability – we own our building!
Get the registered agent that will be there for you — like, physically be there — for the lifespan of your business.
Highlight of the DE LLC Act: Charging Orders
Delaware’s LLC law includes something known as a Charging Order Remedy. This section of the LLC Act is designed to protect individual members of multi-member LLCs by shielding them from the liabilities of other members.
Here’s how it works:
If a member of your LLC gets into some legal trouble or runs up a bunch of debt, there’s a good chance they’ll be pursued by creditors looking to cash in on their assets. While creditors can’t outright take a person’s business, they can take the payments that person receives from the business.
If the debtor is part owner of a corporation, this means creditors can take stock options, which gives the creditors an ownership stake in the company. Enough stock options (51%) and those creditors basically have full control.
However, with LLCs creditors cannot have any ownership stake in the company. This means they cannot have a say in the management or business operations of the limited liability company, which thus leaves the other LLC members free to continue business as usual.
In short: If one of your members gets into some legal trouble, you don’t have to worry about a creditor getting control of your LLC’s assets and forcing a monetary distribution or sale to satisfy their judgement. They may end up being a member, but they can’t really do anything.
Delaware Court of Chancery
Delaware is one of only a few states in the U.S. that has a special business court, known as a Court of Chancery. This court is different from a regular court of law because is only sees cases related to business matters.
Highlights:
- Vast Case Law: Delaware’s Chancery Court was created in 1792 (Delaware Courts), giving it over 200 years of case law related exclusively to business matters. With such a vast body of law at the judge’s fingertips, decisions can often be decided relatively quickly.
- Judicial Chancellors: Because this court is focused entirely on business, the officers who see cases through the Court of Chancery (Chancellors) are very familiar with business law and Delaware’s recent cases.
- No Jury: When it comes to business matters, the general public usually has to play catch-up to fully understand the complexities of the law — and often doesn’t. The fact that the Chancery Court doesn’t try cases with a jury of one’s peers means that cases are often decided in favor of businesses.
This legal system is one of the main reasons over 66% of Fortune 500 companies are headquartered here in Delaware (Delaware Department of State), and why Delaware remains one of the top states in the nation for business formation.
Delaware Court of Chancery: Locations
There is a Delaware Chancery Court in each of our state’s three counties:
New Castle County:
Wilmington
New Castle Courthouse
500 North King Street
Wilmington, DE 19801
302-255-0544
Kent County:
Dover
Kent County Courthouse
38 The Green
Dover, DE 19901
302-736-2242
Sussex County:
Georgetown
Court of Chancery Courthouse
34 The Circle
Georgetown, DE 19947
302-856-5777
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