HB 40 — AN ACT TO AMEND CHAPTER 459, VOLUME 84 OF THE LAWS OF DELAWARE AND TITLES 6, 29, AND 30 OF THE DELAWARE CODE RELATING TO THE REGISTRATION OF TRADE NAMES.

Griffith HOUSE& OFSen. REPRESENTATIVES 153rd GENERAL ASSEMBLY HOUSE AMENDMENT NO.

1Townsend TOHOUSE OF REPRESENTATIVES 153rd GENERAL ASSEMBLY HOUSE BILL NO.

40 AN ACT TO AMEND HouseCHAPTER Bill459, No.VOLUME 84 OF THE LAWS OF DELAWARE AND TITLES 6, 29, AND 30 OF THE DELAWARE CODE RELATING TO THE REGISTRATION OF TRADE NAMES.

40BE afterIT lineENACTED 69BY byTHE insertingGENERAL theASSEMBLY following:OF THE STATE OF DELAWARE (Three-fifths of all members elected to each house thereof concurring therein):

"SectionSection 5.1.

SectionAmend 1Chapter 459, Volume 84 of thisthe ActLaws takesof effectDelaware uponrelating enactment.to the Registration of Trade Names by making deletions as shown by strike through and insertions as shown by underline as follows:

SectionsSection 22. through 4 of this Act take effect on June 2, 2025.”.

SYNOPSIS This AmendmentAct makestakes theeffect effectiveon dateFebruary of1, Sections 2 through 4 June 2, 2025.

Section 2.

Amend Chapter 31, Title 6 of the Delaware Code by making deletions as shown by strike through and insertions as shown by underline as follows:

Chapter 31.

REGISTRATION OF TRADE NAMES, PARTNERSHIPS AND ASSOCIATIONS NAMES § 3103.

Sole proprietor, partnership, and association Trade name registry;

duty of Division of Revenue;

fee for filing certificate [Effective Feb.

1, 2025].

The Division of Revenue shall number the certificates when filed, consecutively, and endorse thereon the date of filing, and electronically record such filings in a registry which the Division of Revenue shall create for that purpose, which is named “Sole Proprietorship, Partnership and Association Trade Name Registry,” the “Delaware Trade Name Registry”.

This registry shall reflect, for each filing, the trade name and title of the person, firm or association, the date of the filing of the certificate, the date of the formation or change in the formation of the firm or association, and the number thereof.

For the filing and making of the entries, the Division of Revenue shall collect from the person filing the certificate a fee of $25, which amounts shall be credited to the account of the Division of Revenue to be disposed of in the same manner as other fees which are by law payable to the Division of Revenue.

§ 3104.

Unincorporated associations [Effective Feb.

1, 2025].

No unincorporated association of persons shall transact business in this State, unless the individual names of all concerned therein shall be first certified by an officer of such association and filed with the Division of Revenue.

This section shall not apply to partnerships.

partnerships or limited liability companies.

§ 3105.

False affidavit;

penalty.

DS Page 1 of 13 Released:

01/16/202501/08/2025 11:3009:06 AMPM 0161530010Whoever willfully makes or files, under §§ 3101, 3102 and 3103 3102, 3103, or 3108 of this title, any affidavit which is false commits the crime of false swearing and shall be punishable therefor.

§ 3108.

Registration of trade names of corporations and limited liability companies.

(a) A corporation or limited liability company transacting business within the limits of this State under a trade name or title that does not disclose the legal name of the corporation or limited liability company may, but is not required to, register the trade name by filing a certificate under the hand of an authorized person of the corporation or limited liability company with the Division of Revenue designating the trade name or title and the legal name of the corporation or limited liability company.

All certificates filed under this subsection must:

(1) Show the date when the corporation or limited liability company was organized and the state of formation.

(2) Attach to the certificate an affidavit of the person signing it to the effect that the facts therein stated are true and correct.

(b) A Delaware corporation or Delaware limited liability company that does not engage in, prosecute, or transact any business within the limits of this State may, but is not required to, register a trade name or title that does not disclose the legal name of such corporation or limited liability company by filing a certificate under the hand of an authorized person of the corporation or limited liability company with the Division of Revenue designating the trade name or title and the legal name of the corporation or limited liability company accompanied by a certificate of good standing from the Secretary of State.

Persons desiring to register a trade name shall first acquire a special trade name license from the Division of Revenue pursuant to §2306 of Title 30.

(c) The Division of Revenue must do all of the following:

(1) Number the certificates filed under this section consecutively.