Effective April 1, 2014, (i) a Certificate of Validation for a Delaware corporation, (ii) a reinstatement of a foreign corporation forfeited for failure to maintain a registered agent, and (iii) a reinstatement of a limited liability limited partnership (LLLP) cancelled for failure to maintain a registered agent are available from the Delaware Secretary of State Division of Corporations.

 (i)                 Section 204 of the Delaware General Corporation Law was amended in August 2013 to permit ratification of defective corporate acts defined as an overissue, an election or appointment of directors that is void or voidable due to a failure of authorization, or any act or transaction purportedly taken by or on behalf of the corporation that is, and at the time of such act or transaction would have been, within the power of the corporation but is void or voidable due to a failure of authorization.  The state filing fee for the Certificate of Validation is $2,759.00 and varies based on stock.  The certificate of validation must set forth a copy of the ratifying resolution, the date of its adoption by the board of directors and if applicable by the stockholders, the information that would be specified in the filing that would otherwise be required, if a certificate was previously filed with respect to the defective corporate act to be ratified, the title and date of the certificate previously filed and any certificate of correction there.  An example/template of a Certificate of Validation is available by contacting a Customer Service Specialist at 800-927-9800. If a name change is involved, the name must have been available during the entire time frame that the name was supposed to be changed.  If a stock decrease is involved in the ratification, taxes/fees will not be adjusted or refunded.

 (ii)               A reinstatement of a foreign corporation pursuant to Section 377(d) requires the name of the foreign corporation, the effective date of the forfeiture, the name and address of the foreign corporation’s registered agent, and execution by an authorized officer.  The state filing fee is $125.00.

 (iii)             A reinstatement of a LLLP requires the name of the limited partnership, the effective date of cancellation, a statement that the partnership has obtained and designated a new registered agent and set forth the name and address of such new registered agent, and execution by a general partner. The state filing fee is $200.00.

Delaware – Several amendments effective April 1 involving Delaware corporations, foreign corporations and limited liability limited partnerships (LLLPs)