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Subchapter I. Formation
§ 101. Incorporators; how corporation formed; purposes. - (a) Any person, partnership, association or corporation, singly or jointly...
§ 102. Contents of certificate of incorporation. - (a) The certificate of incorporation shall set forth: (1) The...
§ 103. Execution, acknowledgment, filing, recording and effective date of original certificate of incorporation and other instruments; exceptions. - (a) Whenever any instrument is to be filed with the...
§ 104. Certificate of incorporation; definition. - The term “certificate of incorporation,” as used in this chapter,...
§ 105. Certificate of incorporation and other certificates; evidence. - A copy of a certificate of incorporation, or a restated...
§ 106. Commencement of corporate existence. - Upon the filing with the Secretary of State of the...
§ 107. Powers of incorporators. - If the persons who are to serve as directors until...
§ 108. Organization meeting of incorporators or directors named in certificate of incorporation. - (a) After the filing of the certificate of incorporation an...
§ 109. Bylaws. - (a) The original or other bylaws of a corporation may...
§ 110. Emergency bylaws and other powers in emergency [For application of this section, see 82 Del. Laws, c. 256, § 23]. - (a) The board of directors of any corporation may adopt...
§ 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]. - (a) Any civil action to interpret, apply, enforce or determine...
§ 112. Access to proxy solicitation materials. - The bylaws may provide that if the corporation solicits proxies...
§ 113. Proxy expense reimbursement. - (a) The bylaws may provide for the reimbursement by the...
§ 114. Application of chapter to nonstock corporations. - (a) Except as otherwise provided in subsections (b) and (c)...
§ 115. Forum selection provisions. - The certificate of incorporation or the bylaws may require, consistent...
§ 116. Document form, signature and delivery. - (a) Except as provided in subsection (b) of this section,...
Subchapter II. Powers
§ 121. General powers. - (a) In addition to the powers enumerated in § 122...
§ 122. Specific powers. - Every corporation created under this chapter shall have power to:...
§ 123. Powers respecting securities of other corporations or entities. - Any corporation organized under the laws of this State may...
§ 124. Effect of lack of corporate capacity or power; ultra vires. - No act of a corporation and no conveyance or transfer...
§ 125. Conferring academic or honorary degrees. - No corporation organized after April 18, 1945, shall have power...
§ 126. Banking power denied. - (a) No corporation organized under this chapter shall possess the...
§ 127. Private foundation; powers and duties. - A corporation of this State which is a private foundation...
Subchapter III. Registered Office and Registered Agent
§ 131. Registered office in State; principal office or place of business in State. - (a) Every corporation shall have and maintain in this State...
§ 132. Registered agent in State; resident agent. - (a) Every corporation shall have and maintain in this State...
§ 133. Change of location of registered office; change of registered agent. - Any corporation may, by resolution of its board of directors,...
§ 134. Change of address or name of registered agent. - (a) A registered agent may change the address of the...
§ 135. Resignation of registered agent coupled with appointment of successor. - The registered agent of 1 or more corporations may resign...
§ 136. Resignation of registered agent not coupled with appointment of successor. - (a) The registered agent of a corporation, including a corporation...
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. - (a) The business and affairs of every corporation organized under...
§ 142. Officers; titles, duties, selection, term; failure to elect; vacancies. - (a) Every corporation organized under this chapter shall have such...
§ 143. Loans to employees and officers; guaranty of obligations of employees and officers. - Any corporation may lend money to, or guarantee any obligation...
§ 144. Interested directors; quorum. - (a) No contract or transaction between a corporation and 1...
§ 145. Indemnification of officers, directors, employees and agents; insurance. - (a) A corporation shall have power to indemnify any person...
§ 146. Submission of matters for stockholder vote. - A corporation may agree to submit a matter to a...
Subchapter V. Stock and Dividends
§ 151. Classes and series of stock; redemption; rights. - (a) Every corporation may issue 1 or more classes of...
§ 152. Issuance of stock; lawful consideration; fully paid stock. - (a) The consideration, as determined pursuant to § 153(a) and...
§ 153. Consideration for stock. - (a) Shares of stock with par value may be issued...
§ 154. Determination of amount of capital; capital, surplus and net assets defined. - Any corporation may, by resolution of its board of directors,...
§ 155. Fractions of shares. - A corporation may, but shall not be required to, issue...
§ 156. Partly paid shares. - Any corporation may issue the whole or any part of...
§ 157. Rights and options respecting stock. - (a) Subject to any provisions in the certificate of incorporation,...
§ 158. Stock certificates; uncertificated shares. - The shares of a corporation shall be represented by certificates,...
§ 159. Shares of stock; personal property, transfer and taxation. - The shares of stock in every corporation shall be deemed...
§ 160. Corporation's powers respecting ownership, voting, etc., of its own stock; rights of stock called for redemption. - (a) Every corporation may purchase, redeem, receive, take or otherwise...
§ 161. Issuance of additional stock; when and by whom. - The directors may, at any time and from time to...
§ 162. Liability of stockholder or subscriber for stock not paid in full. - (a) When the whole of the consideration payable for shares...
§ 163. Payment for stock not paid in full. - The capital stock of a corporation shall be paid for...
§ 164. Failure to pay for stock; remedies. - When any stockholder fails to pay any installment or call...
§ 165. Revocability of preincorporation subscriptions. - Unless otherwise provided by the terms of the subscription, a...
§ 166. Formalities required of stock subscriptions. - A subscription for stock of a corporation, whether made before...
§ 167. Lost, stolen or destroyed stock certificates; issuance of new certificate or uncertificated shares. - A corporation may issue a new certificate of stock or...
§ 168. Judicial proceedings to compel issuance of new certificate or uncertificated shares. - (a) If a corporation refuses to issue new uncertificated shares...
§ 169. Situs of ownership of stock. - For all purposes of title, action, attachment, garnishment and jurisdiction...
§ 170. Dividends; payment; wasting asset corporations. - (a) The directors of every corporation, subject to any restrictions...
§ 171. Special purpose reserves. - The directors of a corporation may set apart out of...
§ 172. Liability of directors and committee members as to dividends or stock redemption. - A member of the board of directors, or a member...
§ 173. Declaration and payment of dividends. - No corporation shall pay dividends except in accordance with this...
§ 174. Liability of directors for unlawful payment of dividend or unlawful stock purchase or redemption; exoneration from liability; contribution among directors; subrogation. - (a) In case of any wilful or negligent violation of...
Subchapter VI. Stock Transfers
§ 201. Transfer of stock, stock certificates and uncertificated stock. - Except as otherwise provided in this chapter, the transfer of...
§ 202. Restrictions on transfer and ownership of securities. - (a) A written restriction or restrictions on the transfer or...
§ 203. Business combinations with interested stockholders. - (a) Notwithstanding any other provisions of this chapter, a corporation...
§ 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]. - (a) Subject to subsection (f) of this section, no defective...
§ 205. Proceedings regarding validity of defective corporate acts and stock [For application of this section, see 80 Del. Laws, c. 40, § 16]. - (a) Subject to subsection (f) of this section, upon application...
Subchapter VII. Meetings, Elections, Voting and Notice
§ 211. Meetings of stockholders. - (a) (1) Meetings of stockholders may be held at such...
§ 212. Voting rights of stockholders; proxies; limitations. - (a) Unless otherwise provided in the certificate of incorporation and...
§ 213. Fixing date for determination of stockholders of record. - (a) In order that the corporation may determine the stockholders...
§ 214. Cumulative voting. - The certificate of incorporation of any corporation may provide that...
§ 215. Voting rights of members of nonstock corporations; quorum; proxies. - (a) Sections 211 through 214 and 216 of this title...
§ 216. Quorum and required vote for stock corporations. - Subject to this chapter in respect of the vote that...
§ 217. Voting rights of fiduciaries, pledgors and joint owners of stock. - (a) Persons holding stock in a fiduciary capacity shall be...
§ 218. Voting trusts and other voting agreements. - (a) One stockholder or 2 or more stockholders may by...
§ 219. List of stockholders entitled to vote; penalty for refusal to produce; stock ledger. - (a) The corporation shall prepare, no later than the tenth...
§ 220. Inspection of books and records. - (a) As used in this section: (1) “Stockholder” means a...
§ 221. Voting, inspection and other rights of bondholders and debenture holders. - Every corporation may in its certificate of incorporation confer upon...
§ 222. Notice of meetings and adjourned meetings. - (a) Whenever stockholders are required or permitted to take any...
§ 223. Vacancies and newly created directorships. - (a) Unless otherwise provided in the certificate of incorporation or...
§ 224. Form of records. - Any records administered by or on behalf of the corporation...
§ 225. Contested election of directors; proceedings to determine validity. - (a) Upon application of any stockholder or director, or any...
§ 226. Appointment of custodian or receiver of corporation on deadlock or for other cause. - (a) The Court of Chancery, upon application of any stockholder,...
§ 227. Powers of Court in elections of directors. - (a) The Court of Chancery, in any proceeding instituted under...
§ 228. Consent of stockholders or members in lieu of meeting [For application of section, see 81 Del. Laws, c. 86, § 40] - (a) Unless otherwise provided in the certificate of incorporation, any...
§ 229. Waiver of notice. - Whenever notice is required to be given under any provision...
§ 230. Exception to requirements of notice. - (a) Whenever notice is required to be given, under any...
§ 231. Voting procedures and inspectors of elections. - (a) The corporation shall, in advance of any meeting of...
§ 232. Delivery of notice; notice by electronic transmission. - (a) Without limiting the manner by which notice otherwise may...
§ 233. Notice to stockholders sharing an address. - (a) Without limiting the manner by which notice otherwise may...
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. - (a) Before a corporation has received any payment for any...
§ 242. Amendment of certificate of incorporation after receipt of payment for stock; nonstock corporations. - (a) After a corporation has received payment for any of...
§ 243. Retirement of stock. - (a) A corporation, by resolution of its board of directors,...
§ 244. Reduction of capital. - (a) A corporation, by resolution of its board of directors,...
§ 245. Restated certificate of incorporation. - (a) A corporation may, whenever desired, integrate into a single...
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]. - (a) Any 2 or more corporations of this State may...
§ 252. Merger or consolidation of domestic and foreign corporations; service of process upon surviving or resulting corporation. - (a) Any 1 or more corporations of this State may...
§ 253. Merger of parent corporation and subsidiary corporation or corporations. - (a) In any case in which: (1) Section 252(d) of...
§ 254. Merger or consolidation of domestic corporations and joint-stock or other associations. - (a) The term “joint-stock association” as used in this section,...
§ 255. Merger or consolidation of domestic nonstock corporations. - (a) Any 2 or more nonstock corporations of this State,...
§ 256. Merger or consolidation of domestic and foreign nonstock corporations; service of process upon surviving or resulting corporation. - (a) Any 1 or more nonstock corporations of this State...
§ 257. Merger or consolidation of domestic stock and nonstock corporations. - (a) Any 1 or more nonstock corporations of this State,...
§ 258. Merger or consolidation of domestic and foreign stock and nonstock corporations. - (a) Any 1 or more corporations of this State, whether...
§ 259. Status, rights, liabilities, of constituent and surviving or resulting corporations following merger or consolidation. - (a) When any merger or consolidation shall have become effective...
§ 260. Powers of corporation surviving or resulting from merger or consolidation; issuance of stock, bonds or other indebtedness. - When 2 or more corporations are merged or consolidated, the...
§ 261. Effect of merger upon pending actions. - Any action or proceeding, whether civil, criminal or administrative, pending...
§ 262. Appraisal rights [For application of this section, see § 17; 82 Del. Laws, c. 45, § 23; 82 Del. Laws, c. 256, § 24; and 83 Del. Laws, c. 377, § 22]. - (a) Any stockholder of a corporation of this State who...
§ 263. Merger or consolidation of domestic corporations and partnerships; service of process upon surviving or resulting corporation or partnership. - (a) Any 1 or more corporations of this State may...
§ 264. Merger or consolidation of domestic corporations and limited liability companies; service of process upon surviving or resulting corporation or limited liability company. - (a) Any 1 or more corporations of this State may...
§ 265. Conversion of other entities to a domestic corporation. - (a) As used in this section, the term “other entity”...
§ 266. Conversion of a domestic corporation to other entities [For application of section, see 83 Del. Laws, c. 377, § 23]. - (a) A corporation of this State may, upon the authorization...
§ 267. Merger of parent entity and subsidiary corporation or corporations. - (a) In any case in which: (b) Sections 259, 261,...
Subchapter X. Sale of Assets, Dissolution and Winding Up
§ 271. Sale, lease or exchange of assets; consideration; procedure. - (a) Every corporation may at any meeting of its board...
§ 272. Mortgage or pledge of assets. - The authorization or consent of stockholders to the mortgage or...
§ 273. Dissolution of joint venture corporation having 2 stockholders. - (a) If the stockholders of a corporation of this State,...
§ 274. Dissolution before issuance of shares or beginning of business; procedure. - If a corporation has not issued shares or has not...
§ 275. Dissolution generally; procedure. - (a) If it should be deemed advisable in the judgment...
§ 276. Dissolution of nonstock corporation; procedure. - (a) Whenever it shall be desired to dissolve any nonstock...
§ 277. Payment of franchise taxes before dissolution, merger, transfer or conversion. - No corporation shall be dissolved, merged, transferred (without continuing its...
§ 278. Continuation of corporation after dissolution for purposes of suit and winding up affairs. - All corporations, whether they expire by their own limitation or...
§ 279. Trustees or receivers for dissolved corporations; appointment; powers; duties. - When any corporation organized under this chapter shall be dissolved...
§ 280. Notice to claimants; filing of claims. - (a) (1) After a corporation has been dissolved in accordance...
§ 281. Payment and distribution to claimants and stockholders. - (a) A dissolved corporation or successor entity which has followed...
§ 282. Liability of stockholders of dissolved corporations. - (a) A stockholder of a dissolved corporation the assets of...
§ 283. Jurisdiction. - The Court of Chancery shall have jurisdiction of any application...
§ 284. Revocation or forfeiture of charter; proceedings. - (a) Upon motion by the Attorney General, the Court of...
§ 285. Dissolution or forfeiture of charter by decree of court; filing. - Whenever any corporation is dissolved or its charter forfeited by...
Subchapter XI. Insolvency; Receivers and Trustees
§ 291. Receivers for insolvent corporations; appointment and powers. - Whenever a corporation shall be insolvent, the Court of Chancery,...
§ 292. Title to property; filing order of appointment; exception. - (a) Trustees or receivers appointed by the Court of Chancery...
§ 293. Notices to stockholders and creditors. - All notices required to be given to stockholders and creditors...
§ 294. Receivers or trustees; inventory; list of debts and report. - Trustees or receivers shall, as soon as convenient, file in...
§ 295. Creditors' proofs of claims; when barred; notice. - All creditors shall make proof under oath of their respective...
§ 296. Adjudication of claims; appeal. - (a) The Register in Chancery, immediately upon the expiration of...
§ 297. Sale of perishable or deteriorating property. - Whenever the property of a corporation is at the time...
§ 298. Compensation, costs and expenses of receiver or trustee. - The Court of Chancery, before making distribution of the assets...
§ 299. Substitution of trustee or receiver as party; abatement of actions. - A trustee or receiver, upon application by such receiver or...
§ 300. Employee's lien for wages when corporation insolvent. - Whenever any corporation of this State, or any foreign corporation...
§ 301. Discontinuance of liquidation. - The liquidation of the assets and business of an insolvent...
§ 302. Compromise or arrangement between corporation and creditors or stockholders. - (a) Whenever the provision permitted by § 102(b)(2) of this...
§ 303. Proceeding under the Federal Bankruptcy Code of the United States; effectuation. - (a) Any corporation of this State, an order for relief...
Subchapter XII. Renewal, Revival, Extension and Restoration of Certificate of Incorporation or Charter
§ 311. Revocation of voluntary dissolution; restoration of expired certificate of incorporation. - (a) At any time prior to the expiration of 3...
§ 312. Revival of certificate of incorporation. - (a) As used in this section, the term “certificate of...
§ 313. Revival of certificate of incorporation or charter of exempt corporations. - (a) Every exempt corporation whose certificate of incorporation or charter...
§ 314. Status of corporation. - Any corporation desiring to renew, extend and continue its corporate...
Subchapter XIII. Suits Against Corporations, Directors, Officers or Stockholders
§ 321. Service of process on corporations. - (a) Service of legal process upon any corporation of this...
§ 322. Failure of corporation to obey order of court; appointment of receiver. - Whenever any corporation shall refuse, fail or neglect to obey...
§ 323. Failure of corporation to obey writ of mandamus; quo warranto proceedings for forfeiture of charter. - If any corporation fails to obey the mandate of any...
§ 324. Attachment of shares of stock or any option, right or interest therein; procedure; sale; title upon sale; proceeds. - (a) The shares of any person in any corporation with...
§ 325. Actions against officers, directors or stockholders to enforce liability of corporation; unsatisfied judgment against corporation. - (a) When the officers, directors or stockholders of any corporation...
§ 326. Action by officer, director or stockholder against corporation for corporate debt paid. - When any officer, director or stockholder shall pay any debt...
§ 327. Stockholder's derivative action; allegation of stock ownership. - In any derivative suit instituted by a stockholder of a...
§ 328. Effect of liability of corporation on impairment of certain transactions. - The liability of a corporation of this State, or the...
§ 329. Defective organization of corporation as defense. - (a) No corporation of this State and no person sued...
§ 330. Usury; pleading by corporation. - No corporation shall plead any statute against usury in any...
Subchapter XIV. Close Corporations; Special Provisions
§ 341. Law applicable to close corporation. - (a) This subchapter applies to all close corporations, as defined...
§ 342. Close corporation defined; contents of certificate of incorporation. - (a) A close corporation is a corporation organized under this...
§ 343. Formation of a close corporation. - A close corporation shall be formed in accordance with §§...
§ 344. Election of existing corporation to become a close corporation. - Any corporation organized under this chapter may become a close...
§ 345. Limitations on continuation of close corporation status. - A close corporation continues to be such and to be...
§ 346. Voluntary termination of close corporation status by amendment of certificate of incorporation; vote required. - (a) A corporation may voluntarily terminate its status as a...
§ 347. Issuance or transfer of stock of a close corporation in breach of qualifying conditions. - (a) If stock of a close corporation is issued or...
§ 348. Involuntary termination of close corporation status; proceeding to prevent loss of status. - (a) If any event occurs as a result of which...
§ 349. Corporate option where a restriction on transfer of a security is held invalid. - If a restriction on transfer of a security of a...
§ 350. Agreements restricting discretion of directors. - A written agreement among the stockholders of a close corporation...
§ 351. Management by stockholders. - The certificate of incorporation of a close corporation may provide...
§ 352. Appointment of custodian for close corporation. - (a) In addition to § 226 of this title respecting...
§ 353. Appointment of a provisional director in certain cases. - (a) Notwithstanding any contrary provision of the certificate of incorporation...
§ 354. Operating corporation as partnership. - No written agreement among stockholders of a close corporation, nor...
§ 355. Stockholders' option to dissolve corporation. - (a) The certificate of incorporation of any close corporation may...
§ 356. Effect of this subchapter on other laws. - This subchapter shall not be deemed to repeal any statute...
Subchapter XV. Public Benefit Corporations
§ 361. Law applicable to public benefit corporations; how formed. - This subchapter applies to all public benefit corporations, as defined...
§ 362. Public benefit corporation defined; contents of certificate of incorporation. - (a) A “public benefit corporation” is a for-profit corporation organized...
§ 363. Nonprofit nonstock corporations [For application of this section, see 82 Del. Laws, c. 256, § 24]. - A nonprofit nonstock corporation may not be a constituent corporation...
§ 364. Stock certificates; notices regarding uncertificated stock. - Any stock certificate issued by a public benefit corporation shall...
§ 365. Duties of directors. - (a) The board of directors shall manage or direct the...
§ 366. Periodic statements and third-party certification. - (a) A public benefit corporation shall include in every notice...
§ 367. Suits to enforce the requirements of § 365(a) of this title. - Any action to enforce the balancing requirement of § 365(a)...
§ 368. No effect on other corporations. - This subchapter shall not affect a statute or rule of...
Subchapter XVI. Foreign Corporations
§ 371. Definition; qualification to do business in State; procedure. - (a) As used in this chapter, the words “foreign corporation”...
§ 372. Additional requirements in case of change of name, change of business purpose or merger or consolidation. - (a) Every foreign corporation admitted to do business in this...
§ 373. Exceptions to requirements. - (a) No foreign corporation shall be required to comply with...
§ 374. Annual report. - Annually on or before June 30, a foreign corporation doing...
§ 375. Failure to file report. - Upon the failure, neglect or refusal of any foreign corporation...
§ 376. Service of process upon qualified foreign corporations. - (a) All process issued out of any court of this...
§ 377. Change of registered agent. - (a) Any foreign corporation, which has qualified to do business...
§ 378. Penalties for noncompliance. - Any foreign corporation doing business of any kind in this...
§ 379. Banking powers denied. - (a) No foreign corporation shall, within the limits of this...
§ 380. Foreign corporation as fiduciary in this State. - A corporation organized and doing business under the laws of...
§ 381. Withdrawal of foreign corporation from State; procedure; service of process on Secretary of State. - (a) Any foreign corporation which shall have qualified to do...
§ 382. Service of process on nonqualifying foreign corporations. - (a) Any foreign corporation which shall transact business in this...
§ 383. Actions by and against unqualified foreign corporations. - (a) A foreign corporation which is required to comply with...
§ 384. Foreign corporations doing business without having qualified; injunctions. - The Court of Chancery shall have jurisdiction to enjoin any...
§ 385. Filing of certain instruments with recorder of deeds not required. - No instrument that is required to be filed with the...
Subchapter XVII. Domestication and Transfer
§ 388. Domestication of non-United States entities [For application of section, see 83 Del. Laws, c. 377, § 24]. - (a) As used in this section, the term: (1) “Foreign...
§ 389. Temporary transfer of domicile into this State. - (a) As used in this section: (1) The term “emergency...
§ 390. Transfer, domestication or continuance of domestic corporations. - (a) Upon compliance with the provisions of this section, any...
Subchapter XVIII. Miscellaneous Provisions
§ 391. Amounts payable to Secretary of State upon filing certificate or other paper. - (a) The following fees and penalties shall be collected by...
§ 393. Rights, liabilities and duties under prior statutes. - All rights, privileges and immunities vested or accrued by and...
§ 395. Corporations using “trust” in name, advertisements and otherwise; restrictions; violations and penalties; exceptions. - (a) Except as provided below in subsection (d) of this...
§ 396. Publication of chapter by Secretary of State; distribution. - The Secretary of State may have printed, from time to...
§ 397. Penalty for unauthorized publication of chapter. - Whoever prints or publishes this chapter without the authority of...
§ 398. Short title. - This chapter shall be known and may be identified and...