Effective February 2, 2026, significant changes will be implemented in the process of registering fictitious names, trade names, and doing business as names (collectively trade names) in Delaware. These changes are designed to create a more streamlined and efficient system by removing certain administrative requirements and centralizing the registration process at the state level, moving away from the previous county-based system. Businesses must take proactive steps to comply with the new requirements to ensure the continuity of their trade names.
These changes, originally slated to go into effect on June 2, 2025, have been delayed partly to allow the Delaware Division of Revenue to conduct outreach to agencies and customers affected by these changes. This LawFlash reviews the key changes, mandatory re-registration process, and the implications for Delaware corporations and LLCs and those conducting business in Delaware.
One of the most notable changes is the transition from county-level to state-level filing for trade name registrations. Under the new system, trade name registrations will be centralized in the Delaware Division of Revenue instead of at the county level with the Delaware Superior Court prothonotaries.
This shift is part of Delaware House Bill 40, which mandates that all trade name registrations be processed through the Delaware One Stop online portal, eliminating the need for notarization and paper forms with the goal of creating a more efficient and uniform system. As a result, all existing trade name registrations must be re-registered with the state.
A corporation or LLC that conducts business under a name other than its legal name in Delaware may choose, but is not required, to register a trade name in Delaware.[1] To do so, an authorized representative of the entity must file a certificate with the Division of Revenue. The certificate must (1) specify the date of the entity’s organization and its state of formation, and (2) include an affidavit signed by the authorized individual attesting to the accuracy and truthfulness of the information provided.
A Delaware corporation or LLC that does not conduct business in the state may also elect—but is not required—to register a trade name that differs from its legal name.[2] This registration requires the submission of a certificate to the Division of Revenue, executed by an authorized individual, designating both the trade name and the legal name of the entity. The filing must be accompanied by a certificate of good standing issued by the Delaware Secretary of State.
In all cases, registrants must be in good standing and maintain a registered agent in Delaware.
Existing county filings will not be automatically linked to the new state system and, importantly, any existing county filing will not offer any protection or rights going forward. Therefore, businesses must actively re-register to maintain their trade name protections. The re-registration window opens on February 2, 2026. The state has not yet announced the deadline for re-registration. As new filings will be processed on a first-come, first-served basis, it is crucial for businesses to re-register as expeditiously as possible to ensure the continuity of their trade name.
To facilitate the transition, the state of Delaware will not impose any fees for the re-registration of existing trade names until the re-registration window closes (date TBD). This measure is intended to encourage compliance and ease the financial burden on businesses. However, entities registering a new trade name or entities that miss the re-registration period will incur a $25 fee under the new system.
Businesses that fail to re-register their trade name before the close of the re-registration window (date TBD) risk the potential loss of the trade name to another registrant and may expose the business to legal and operational risks.
Corporations and LLCs that are organized or foreign qualified in Delaware and that conduct business in the state will be required to obtain a Delaware business license before they are permitted to re-register or newly register a trade name. The Delaware business license must be kept active to maintain the trade name registration.
Corporations and LLCs that are organized in Delaware but do not conduct business in Delaware will be required to obtain a special trade name license.[3] This ensures that all entities, regardless of whether they actively operate in Delaware, adhere to consistent trade name registration standards.
The fee is $75 per location for a regular business license and $25 for a special trade name license. Licenses are valid for a term expiring on December 31 of the year in which they are issued. However, entities may opt to renew the license for a three-year term by paying triple the standard license fee.
Senior Paralegal Specialist Lisa Falenski contributed to this LawFlash.
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