Title 8 — Corporations

Chapter 1 General Corporation Law

Subchapter I Formation

§ 101 Incorporators; how corporation formed; purposes.

§ 102 Contents of certificate of incorporation.

§ 103 Execution, acknowledgment, filing, recording and effective date of original certificate of incorporation and other instruments; exceptions.

§ 104 Certificate of incorporation; definition.

§ 105 Certificate of incorporation and other certificates; evidence.

§ 106 Commencement of corporate existence.

§ 107 Powers of incorporators.

§ 108 Organization meeting of incorporators or directors named in certificate of incorporation.

§ 109 Bylaws.

§ 110 Emergency bylaws and other powers in emergency [For application of this section, see 82 Del. Laws, c. 256, § 23].

§ 111 Jurisdiction to interpret, apply, enforce or determine the validity of corporate instruments and provisions of this title. [For application of this section, see 80 Del. Laws, c. 265, § 17].

§ 112 Access to proxy solicitation materials.

§ 113 Proxy expense reimbursement.

§ 114 Application of chapter to nonstock corporations.

§ 115 Forum selection provisions.

§ 116 Document form, signature and delivery.

Subchapter II Powers

§ 121 General powers.

§ 122 Specific powers [For application of this section, see 84 Del. Laws, c. 309, § 6].

§ 123 Powers respecting securities of other corporations or entities.

§ 124 Effect of lack of corporate capacity or power; ultra vires.

§ 125 Conferring academic or honorary degrees.

§ 126 Banking power denied.

§ 127 Private foundation; powers and duties.

Subchapter III Registered Office and Registered Agent

§ 131 Registered office in State.

§ 132 Registered agent in State; resident agent.

§ 133 Change of location of registered office; change of registered agent.

§ 134 Change of address or name of registered agent.

§ 135 Resignation of registered agent coupled with appointment of successor.

§ 136 Resignation of registered agent not coupled with appointment of successor.

Subchapter IV Directors and Officers

§ 141 Board of directors; powers; number, qualifications, terms and quorum; committees; classes of directors; nonstock corporations; reliance upon books; action without meeting; removal.

§ 142 Officers; titles, duties, selection, term; failure to elect; vacancies.

§ 143 Loans to employees and officers; guaranty of obligations of employees and officers.

§ 144 Interested directors and officers; controlling stockholder transactions; quorum [For application of this section, see 85 Del. Laws, c. 6, § 3].

§ 145 Indemnification of officers, directors, employees and agents; insurance.

§ 146 Submission of matters for stockholder vote.

§ 147 Authorization of agreements and other instruments [For application of this section, see 84 Del. Laws, c. 309, § 6].

Subchapter V Stock and Dividends

§ 151 Classes and series of stock; redemption; rights.

§ 152 Issuance of stock; lawful consideration; fully paid stock.

§ 153 Consideration for stock.

§ 154 Determination of amount of capital; capital, surplus and net assets defined.

§ 155 Fractions of shares.

§ 156 Partly paid shares.

§ 157 Rights and options respecting stock.

§ 158 Stock certificates; uncertificated shares.

§ 159 Shares of stock; personal property, transfer and taxation.

§ 160 Corporation’s powers respecting ownership, voting, etc., of its own stock; rights of stock called for redemption.

§ 161 Issuance of additional stock; when and by whom.

§ 162 Liability of stockholder or subscriber for stock not paid in full.

§ 163 Payment for stock not paid in full.

§ 164 Failure to pay for stock; remedies.

§ 165 Revocability of preincorporation subscriptions.

§ 166 Formalities required of stock subscriptions.

§ 167 Lost, stolen or destroyed stock certificates; issuance of new certificate or uncertificated shares.

§ 168 Judicial proceedings to compel issuance of new certificate or uncertificated shares.

§ 169 Situs of ownership of stock.

§ 170 Dividends; payment; wasting asset corporations.

§ 171 Special purpose reserves.

§ 172 Liability of directors and committee members as to dividends or stock redemption.

§ 173 Declaration and payment of dividends.

§ 174 Liability of directors for unlawful payment of dividend or unlawful stock purchase or redemption; exoneration from liability; contribution among directors; subrogation.

Subchapter VI Stock Transfers

§ 201 Transfer of stock, stock certificates and uncertificated stock.

§ 202 Restrictions on transfer and ownership of securities.

§ 203 Business combinations with interested stockholders.

§ 204 Ratification of defective corporate acts and stock [For application of this section, see 80 Del. Laws, c. 40, § 16, and 81 Del. Laws, c. 354, § 16].

§ 205 Proceedings regarding validity of defective corporate acts and stock [For application of this section, see 80 Del. Laws, c. 40, § 16].

Subchapter VII Meetings, Elections, Voting and Notice

§ 211 Meetings of stockholders.

§ 212 Voting rights of stockholders; proxies; limitations.

§ 213 Fixing date for determination of stockholders of record.

§ 214 Cumulative voting.

§ 215 Voting rights of members of nonstock corporations; quorum; proxies.

§ 216 Quorum and required vote for stock corporations.

§ 217 Voting rights of fiduciaries, pledgors and joint owners of stock.

§ 218 Voting trusts and other voting agreements.

§ 219 List of stockholders entitled to vote; penalty for refusal to produce; stock ledger.

§ 220 Inspection of books and records [For application of this section, see 85 Del. Laws, c. 6, § 3].

§ 221 Voting, inspection and other rights of bondholders and debenture holders.

§ 222 Notice of meetings and adjourned meetings.

§ 223 Vacancies and newly created directorships.

§ 224 Form of records.

§ 225 Contested election of directors; proceedings to determine validity.

§ 226 Appointment of custodian or receiver of corporation on deadlock or for other cause.

§ 227 Powers of Court in elections of directors.

§ 228 Consent of stockholders or members in lieu of meeting [For application of section, see 81 Del. Laws, c. 86, § 40].

§ 229 Waiver of notice.

§ 230 Exception to requirements of notice.

§ 231 Voting procedures and inspectors of elections.

§ 232 Delivery of notice; notice by electronic transmission [For application of this section, see 84 Del. Laws, c. 309, § 6].

§ 233 Notice to stockholders sharing an address.

Subchapter VIII Amendment of Certificate of Incorporation; Changes in Capital and Capital Stock

§ 241 Amendment of certificate of incorporation before receipt of payment for stock.

§ 242 Amendment of certificate of incorporation after receipt of payment for stock; nonstock corporations.

§ 243 Retirement of stock.

§ 244 Reduction of capital.

§ 245 Restated certificate of incorporation.

§ 246 [Reserved.]

Subchapter IX Merger, Consolidation or Conversion

§ 251 Merger or consolidation of domestic corporations [For application of this section, see 79 Del. Laws, c. 327, § 8; 80 Del. Laws, c. 265, § 17; and 82 Del. Laws, c. 256, § 24].

§ 252 Merger or consolidation of domestic and foreign corporations; service of process upon surviving or resulting corporation.

§ 253 Merger of parent corporation and subsidiary corporation or corporations.

§ 254 Merger or consolidation of domestic corporations and joint-stock or other associations.

§ 255 Merger or consolidation of domestic nonstock corporations.

§ 256 Merger or consolidation of domestic and foreign nonstock corporations; service of process upon surviving or resulting corporation.

§ 257 Merger or consolidation of domestic stock and nonstock corporations.

§ 258 Merger or consolidation of domestic and foreign stock and nonstock corporations.

§ 259 Status, rights, liabilities, of constituent and surviving or resulting corporations following merger or consolidation.

§ 260 Powers of corporation surviving or resulting from merger or consolidation or upon conversion or domestication; issuance of stock, bonds or other indebtedness.

§ 261 Remedies; appointment of stockholder representatives; effect of merger upon pending actions [For application of this section, see 84 Del. Laws, c. 309, § 6].

§ 262 Appraisal rights [For application of this section, see 81 Del. Laws, c. 354, § 17; 82 Del. Laws, c. 45, § 23; 82 Del. Laws, c. 256, § 24; 83 Del. Laws, c. 377, § 22; and 84 Del. Laws, c. 98, § 16].

§ 263 Merger or consolidation of domestic corporations and partnerships; service of process upon surviving or resulting corporation or partnership.

§ 264 Merger or consolidation of domestic corporations and limited liability companies; service of process upon surviving or resulting corporation or limited liability company.

§ 265 Conversion of other entities to a domestic corporation [For application of this section, see 84 Del. Laws, c. 98, § 17].

§ 266 Conversion of a domestic corporation to other entities [For application of this section, see 84 Del. Laws, c. 98, § 16].

§ 267 Merger of parent entity and subsidiary corporation or corporations.

§ 268 Amendments to certificate of incorporation of the surviving corporation; disclosure schedules [For application of this section, see 84 Del. Laws, c. 309, § 6].

Subchapter X Sale of Assets, Dissolution and Winding Up

§ 271 Sale, lease or exchange of assets; consideration; procedure.

§ 272 Mortgage or pledge of assets.

§ 273 Dissolution of joint venture corporation having 2 stockholders.

§ 274 Dissolution before issuance of shares or beginning of business; procedure.

§ 275 Dissolution generally; procedure.

§ 276 Dissolution of nonstock corporation; procedure.

§ 277 Payment of franchise taxes before dissolution, merger, transfer or conversion.

§ 278 Continuation of corporation after dissolution for purposes of suit and winding up affairs.

§ 279 Trustees or receivers for dissolved corporations; appointment; powers; duties.

§ 280 Notice to claimants; filing of claims.

§ 281 Payment and distribution to claimants and stockholders.

§ 282 Liability of stockholders of dissolved corporations.

§ 283 Jurisdiction.

§ 284 Revocation or forfeiture of charter; proceedings.

§ 285 Dissolution or forfeiture of charter by decree of court; filing.

Subchapter XI Insolvency; Receivers and Trustees

§ 291 Receivers for insolvent corporations; appointment and powers.

§ 292 Title to property; filing order of appointment; exception.

§ 293 Notices to stockholders and creditors.

§ 294 Receivers or trustees; inventory; list of debts and report.

§ 295 Creditors’ proofs of claims; when barred; notice.

§ 296 Adjudication of claims; appeal.

§ 297 Sale of perishable or deteriorating property.

§ 298 Compensation, costs and expenses of receiver or trustee.

§ 299 Substitution of trustee or receiver as party; abatement of actions.

§ 300 Employee’s lien for wages when corporation insolvent.

§ 301 Discontinuance of liquidation.

§ 302 Compromise or arrangement between corporation and creditors or stockholders.

§ 303 Proceeding under the Federal Bankruptcy Code of the United States; effectuation.

Subchapter XII Renewal, Revival, Extension and Restoration of Certificate of Incorporation or Charter

§ 311 Revocation of voluntary dissolution; restoration of expired certificate of incorporation.

§ 312 Revival of certificate of incorporation.

§ 313 Revival of certificate of incorporation or charter of exempt corporations.

§ 314 Status of corporation.

Subchapter XIII Suits Against Corporations, Directors, Officers or Stockholders

§ 321 Service of process on corporations.

§ 322 Failure of corporation to obey order of court; appointment of receiver.

§ 323 Failure of corporation to obey writ of mandamus; quo warranto proceedings for forfeiture of charter.

§ 324 Attachment of shares of stock or any option, right or interest therein; procedure; sale; title upon sale; proceeds.

§ 325 Actions against officers, directors or stockholders to enforce liability of corporation; unsatisfied judgment against corporation.

§ 326 Action by officer, director or stockholder against corporation for corporate debt paid.

§ 327 Stockholder’s derivative action; allegation of stock ownership.

§ 328 Effect of liability of corporation on impairment of certain transactions.

§ 329 Defective organization of corporation as defense.

§ 330 Usury; pleading by corporation.

Subchapter XIV Close Corporations; Special Provisions

§ 341 Law applicable to close corporation.

§ 342 Close corporation defined; contents of certificate of incorporation.

§ 343 Formation of a close corporation.

§ 344 Election of existing corporation to become a close corporation.

§ 345 Limitations on continuation of close corporation status.

§ 346 Voluntary termination of close corporation status by amendment of certificate of incorporation; vote required.

§ 347 Issuance or transfer of stock of a close corporation in breach of qualifying conditions.

§ 348 Involuntary termination of close corporation status; proceeding to prevent loss of status.

§ 349 Corporate option where a restriction on transfer of a security is held invalid.

§ 350 Agreements restricting discretion of directors.

§ 351 Management by stockholders.

§ 352 Appointment of custodian for close corporation.

§ 353 Appointment of a provisional director in certain cases.

§ 354 Operating corporation as partnership.

§ 355 Stockholders’ option to dissolve corporation.

§ 356 Effect of this subchapter on other laws.

Subchapter XV Public Benefit Corporations

§ 361 Law applicable to public benefit corporations; how formed.

§ 362 Public benefit corporation defined; contents of certificate of incorporation.

§ 363 Nonprofit nonstock corporations [For application of this section, see 82 Del. Laws, c. 256, § 24].

§ 364 Stock certificates; notices regarding uncertificated stock.

§ 365 Duties of directors.

§ 366 Periodic statements and third-party certification.

§ 367 Suits to enforce the requirements of § 365(a) of this title.

§ 368 No effect on other corporations.

Subchapter XVI Foreign Corporations

§ 371 Definition; qualification to do business in State; procedure.

§ 372 Additional requirements in case of change of name, change of business purpose or merger or consolidation.

§ 373 Exceptions to requirements.

§ 374 Annual report.

§ 375 Failure to file report.

§ 376 Service of process upon qualified foreign corporations.

§ 377 Change of registered agent; reinstatement of qualification to do business.

§ 378 Penalties for noncompliance.

§ 379 Banking powers denied.

§ 380 Foreign corporation as fiduciary in this State.

§ 381 Withdrawal of foreign corporation from State; procedure; service of process on Secretary of State.

§ 382 Service of process on nonqualifying foreign corporations.

§ 383 Actions by and against unqualified foreign corporations.

§ 384 Foreign corporations doing business without having qualified; injunctions.

§ 385 Filing of certain instruments with recorder of deeds not required.

Subchapter XVII Domestication and Transfer

§ 388 Domestication of non-United States entities [For application of section, see 83 Del. Laws, c. 377, § 24].

§ 389 Temporary transfer of domicile into this State.

§ 390 Transfer, domestication or continuance of domestic corporations [For application of this section, see 84 Del. Laws, c. 98, § 18].

Subchapter XVIII Miscellaneous Provisions

§ 391 Amounts payable to Secretary of State upon filing certificate or other paper.

§ 392 [Reserved.]

§ 393 Rights, liabilities and duties under prior statutes.

§ 394 Reserved power of State to amend or repeal chapter; chapter part of corporation’s charter or certificate of incorporation.

§ 395 Corporations using “trust” in name, advertisements and otherwise; restrictions; violations and penalties; exceptions.

§ 396 Publication of chapter by Secretary of State; distribution.

§ 397 Penalty for unauthorized publication of chapter.

§ 398 Short title.

Chapter 5 Corporation Franchise Tax

§ 501 Corporations subject to and exempt from franchise tax.

§ 502 Annual franchise tax report; contents; failure to file and pay tax; duties of Secretary of State.

§ 503 Rates and computation of franchise tax.

§ 504 Collection and disposition of tax; tentative return and tax; penalty interest; investigation of annual franchise tax report; notice of additional tax due.

§ 505 Review and refund; jurisdiction and power of the Secretary of State; appeal.

§ 506 Fund for payment of refunds.

§ 507 Collection of tax; preferred debt.

§ 508 Injunction against exercise of franchise or transacting business.

§ 509 Further remedy in Court of Chancery; appointment of receiver or trustee; sale of property.

§ 510 Failure to pay tax or file a complete annual report for 1 year; charter void; extension of time.

§ 511 Repeal of charters of delinquent corporations; report to Governor and proclamation.

§ 512 Filing and publication of proclamation.

§ 513 Acting under proclaimed charter; penalty.

§ 514 Mistakes in proclamation; correction.

§ 515 Annual report of Secretary of State.

§ 516 Retaliatory taxation and regulation; imposition.

§ 517 Duties of Attorney General.

§ 518 Relief for corporations with assets in certain unfriendly nations.

Chapter 6 Professional Service Corporations

§ 601 Legislative intent.

§ 602 Short title.

§ 603 Definitions.

§ 604 Exemptions.

§ 605 Authority to organize; law governing.

§ 606 Number of directors; officers.

§ 607 Rendition of professional services through licensed officers, employees and agents.

§ 608 Chapter not to affect professional relationship; legal liabilities and standards for professional conduct; negligence; attachment of assets.

§ 609 Engaging in other business prohibited.

§ 610 Issuance of capital stock to licensed individuals; voting trust agreements prohibited; holding of stock by shareholder’s estate.

§ 611 Disqualification of officer, shareholder, agent or employee.

§ 612 Sale or transfer of shares.

§ 613 Price for shares.

§ 614 Perpetual corporate existence.

§ 615 Conversion into business corporation.

§ 616 Time for transfer of shares upon death or disqualification.

§ 617 Corporate name.

§ 618 Applicability of General Corporation Law; consolidation or merger of professional corporations; annual report.

§ 619 Construction of chapter.

Full text is available per section.