No written agreement among stockholders of a close corporation, nor any provision of the certificate of incorporation or of the bylaws of the corporation, which agreement or provision relates to any phase of the affairs of such corporation, including but not limited to the management of its business or declaration and payment of dividends or other division of profits or the election of directors or officers or the employment of stockholders by the corporation or the arbitration of disputes, shall be invalid on the ground that it is an attempt by the parties to the agreement or by the stockholders of the corporation to treat the corporation as if it were a partnership or to arrange relations among the stockholders or between the stockholders and the corporation in a manner that would be appropriate only among partners.
Structure Delaware Code
Chapter 1. GENERAL CORPORATION LAW
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.
§ 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.