On February 7, 2025, Delaware Governor Matt Meyer signed into law Delaware House Bill 40 (“HB 40”), which amends 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.
What You Need to Know:
Amongst other changes, this legislation:
- Modifies the process for obtaining trade name registrations in Delaware, such that the system will be online-only, no longer requiring notarization and paper forms.
- Provides statewide trade name registration, rather than requiring registration and payment of fees on a county-by-county basis.
- Requires companies with existing trade names in Delaware to re-apply for their trade names in what is expected to be a “first come, first served” system, with no guarantee that existing trade names will be available.
The operative provisions of HB 40 will become effective on June 2, 2025. Set forth below is a brief summary of the most significant changes contemplated by passage of HB 40.
Current Requirements
Under current practice, businesses operating in Delaware using fictitious names or “Doing Business As” names (“DBAs”) are required to file separate trade name certificates with the prothonotary of each of the three (3) counties in Delaware where they conduct business. Businesses must complete and have the forms notarized, and then send the completed forms via mail to the relevant prothonotary office(s). The current process is a one-time, lifetime process, however, businesses may make amendments and effect terminations. Filing fees for trade name certificates are currently $25.00, payable to the prothonotary of each applicable county.
New Requirements
Pursuant to HB 40, trade name registration will now be obtained from the Delaware Division of Revenue, rather than the prothonotary of each county, and will need to be completed by all entities seeking a trade name in Delaware, including those which already have one in one or more counties in the state. Instead of using paper forms that must be notarized and mailed, the new process will be completed electronically via the “Delaware One Stop” business registration system, with no notarization required. The filing fee for a trade name certificate pursuant to HB 40 will remain at $25.00 and will be payable to the Division of Revenue. This may save money for those businesses which operate in multiple counties in Delaware, as the fee is payable once for a statewide registration, rather than having to be paid separately for each county.
HB 40 also codifies existing practice regarding trade name registration for corporations and limited liability companies which do business in Delaware. In addition to paying the $25.00 filing fee, the application process for such entities will require filing an application listing both the entity’s business name and trade name, and certifying its jurisdiction and date of formation or incorporation (or providing a certificate of good standing if it is a Delaware entity).
For corporations and limited liability companies formed or incorporated in Delaware which desire a trade name in Delaware, but that do not do business in Delaware, the entity will now also be required to first obtain a trade name license from the Division of Revenue before making a trade name registration. Such license has its own $25.00 fee and is issued for a term of one year, with renewals available for a three-year term and $75.00 renewal fee.
Next Steps
It is expected that registration following the implementation of HB 40 will be conducted on a “first come, first serve” basis, which may require a business to alter the DBA it previously registered under the existing requirements, as a result of another business registering that DBA first. It is also expected that the new electronic system will go live on or about June 1, 2025, when the operative provisions of HB 40 go into effect, but this has not yet been confirmed by the State of Delaware. It is recommended that all entities which wish to maintain an existing trade name registration in Delaware or obtain a new trade name prepare for registration promptly upon effectiveness of the new system on or about June 1, 2025.
