8 Del. C. ch. 1 — General Corporation Law (DGCL, §§ 101–398)

Current as of 3 July 1967202 provisions

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["CHAPTER 1. General Corporation Law", "Subchapter VII. Meetings, Elections, Voting and Notice", "§ 230. Exception to requirements of notice."]
§ 230. Exception to requirements of notice.
§ 230. Exception to requirements of notice. (a) Whenever notice is required to be given, under any provision of this chapter or of the certificate of…
["CHAPTER 1. General Corporation Law", "Subchapter XII. Renewal, Revival, Extension and Restoration of Certificate of Incorporation or Charter", "§ 312. Revival of certificate of incorporation [Effective until Aug. 1, 2026]."]
§ 312. Revival of certificate of incorporation [Effective until Aug. 1, 2026].
§ 312. Revival of certificate of incorporation [Effective until Aug. 1, 2026]. (a) As used in this section, the term “certificate of incorporation” includes…
["CHAPTER 1. General Corporation Law", "Subchapter XIII. Suits Against Corporations, Directors, Officers or Stockholders", "§ 321. Service of process on corporations [Effective until Aug. 1, 2026]."]
§ 321. Service of process on corporations [Effective until Aug. 1, 2026].
§ 321. Service of process on corporations [Effective until Aug. 1, 2026]. (a) Service of legal process upon any corporation of this State shall be made by…
["CHAPTER 1. General Corporation Law", "Subchapter XVIII. Miscellaneous Provisions", "§ 391. Amounts payable to Secretary of State upon filing certificate or other paper [Effective until Aug. 1, 2026]."]
§ 391. Amounts payable to Secretary of State upon filing certificate or other paper [Effective until Aug. 1, 2026].
§ 391. Amounts payable to Secretary of State upon filing certificate or other paper [Effective until Aug. 1, 2026]. (a) The following fees and penalties shall…
["CHAPTER 1. General Corporation Law", "Subchapter XVI. Foreign Corporations", "§ 384. Foreign corporations doing business without having qualified; injunctions."]
§ 384. Foreign corporations doing business without having qualified; injunctions.
§ 384. Foreign corporations doing business without having qualified; injunctions. The Court of Chancery shall have jurisdiction to enjoin any foreign…
["CHAPTER 1. General Corporation Law", "Subchapter XVII. Domestication and Transfer", "§ 390. Transfer, domestication or continuance of domestic corporations [For application of this section, see 84 Del. Laws, c. 98, § 18]."]
§ 390. Transfer, domestication or continuance of domestic corporations [For application of this section, see 84 Del. Laws, c. 98, § 18].
§ 390. Transfer, domestication or continuance of domestic corporations [For application of this section, see 84 Del. Laws, c. 98, § 18]. (a) Upon compliance…
["CHAPTER 1. General Corporation Law", "Subchapter V. Stock and Dividends", "§ 151. Classes and series of stock; redemption; rights."]
§ 151. Classes and series of stock; redemption; rights.
§ 151. Classes and series of stock; redemption; rights. (a) Every corporation may issue 1 or more classes of stock or 1 or more series of stock within any…
["CHAPTER 1. General Corporation Law", "Subchapter V. Stock and Dividends", "§ 155. Fractions of shares."]
§ 155. Fractions of shares.
§ 155. Fractions of shares. A corporation may, but shall not be required to, issue fractions of a share. If it does not issue fractions of a share, it shall…
["CHAPTER 1. General Corporation Law", "Subchapter XIV. Close Corporations; Special Provisions", "§ 348. Involuntary termination of close corporation status; proceeding to prevent loss of status."]
§ 348. Involuntary termination of close corporation status; proceeding to prevent loss of status.
§ 348. Involuntary termination of close corporation status; proceeding to prevent loss of status. (a) If any event occurs as a result of which 1 or more of the…
["CHAPTER 1. General Corporation Law", "Subchapter XVI. Foreign Corporations", "§ 374. Annual report."]
§ 374. Annual report.
§ 374. Annual report. Annually on or before June 30, a foreign corporation doing business in this State shall file a report with the Secretary of State. The…
["CHAPTER 1. General Corporation Law", "Subchapter XIV. Close Corporations; Special Provisions", "§ 347. Issuance or transfer of stock of a close corporation in breach of qualifying conditions."]
§ 347. Issuance or transfer of stock of a close corporation in breach of qualifying conditions.
§ 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 transferred to…
["CHAPTER 1. General Corporation Law", "Subchapter XVIII. Miscellaneous Provisions", "§ 394. Reserved power of State to amend or repeal chapter; chapter part of corporation’s charter or certificate of incorporation."]
§ 394. Reserved power of State to amend or repeal chapter; chapter part of corporation’s charter or certificate of incorporation.
§ 394. Reserved power of State to amend or repeal chapter; chapter part of corporation’s charter or certificate of incorporation. This chapter may be amended…
["CHAPTER 1. General Corporation Law", "Subchapter V. Stock and Dividends", "§ 174. Liability of directors for unlawful payment of dividend or unlawful stock purchase or redemption; exoneration from liability; contribution among directors; subrogation."]
§ 174. Liability of directors for unlawful payment of dividend or unlawful stock purchase or redemption; exoneration from liability; contribution among directors; subrogation.
§ 174. Liability of directors for unlawful payment of dividend or unlawful stock purchase or redemption; exoneration from liability; contribution among…
["CHAPTER 1. General Corporation Law", "Subchapter II. Powers", "§ 125. Conferring academic or honorary degrees."]
§ 125. Conferring academic or honorary degrees.
§ 125. Conferring academic or honorary degrees. No corporation organized after April 18, 1945, shall have power to confer academic or honorary degrees unless…
["CHAPTER 1. General Corporation Law", "Subchapter VII. Meetings, Elections, Voting and Notice", "§ 233. Notice to stockholders sharing an address."]
§ 233. Notice to stockholders sharing an address.
§ 233. Notice to stockholders sharing an address. (a) Without limiting the manner by which notice otherwise may be given effectively to stockholders, any…
["CHAPTER 1. General Corporation Law", "Subchapter VII. Meetings, Elections, Voting and Notice", "§ 226. Appointment of custodian or receiver of corporation on deadlock or for other cause."]
§ 226. Appointment of custodian or receiver of corporation on deadlock or for other cause.
§ 226. Appointment of custodian or receiver of corporation on deadlock or for other cause. (a) The Court of Chancery, upon application of any stockholder, may…
["CHAPTER 1. General Corporation Law", "Subchapter XI. Insolvency; Receivers and Trustees", "§ 299. Substitution of trustee or receiver as party; abatement of actions."]
§ 299. Substitution of trustee or receiver as party; abatement of actions.
§ 299. Substitution of trustee or receiver as party; abatement of actions. A trustee or receiver, upon application by such receiver or trustee in the court in…
["CHAPTER 1. General Corporation Law", "Subchapter VIII. Amendment of Certificate of Incorporation; Changes in Capital and Capital Stock", "§ 242. Amendment of certificate of incorporation after receipt of payment for stock; nonstock corporations [Effective until Aug. 1, 2026]."]
§ 242. Amendment of certificate of incorporation after receipt of payment for stock; nonstock corporations [Effective until Aug. 1, 2026].
§ 242. Amendment of certificate of incorporation after receipt of payment for stock; nonstock corporations [Effective until Aug. 1, 2026]. (a) After a…
["CHAPTER 1. General Corporation Law", "Subchapter IX. Merger, Consolidation or Conversion", "§ 259. Status, rights, liabilities, of constituent and surviving or resulting corporations following merger or consolidation."]
§ 259. Status, rights, liabilities, of constituent and surviving or resulting corporations following merger or consolidation.
§ 259. Status, rights, liabilities, of constituent and surviving or resulting corporations following merger or consolidation. (a) When any merger or…
["CHAPTER 1. General Corporation Law", "Subchapter XIV. Close Corporations; Special Provisions", "§ 343. Formation of a close corporation."]
§ 343. Formation of a close corporation.
§ 343. Formation of a close corporation. A close corporation shall be formed in accordance with §§ 101, 102 and 103 of this title, except that: (1) Its…
["CHAPTER 1. General Corporation Law", "Subchapter XV. Public Benefit Corporations", "§ 366. Periodic statements and third-party certification."]
§ 366. Periodic statements and third-party certification.
§ 366. Periodic statements and third-party certification. (a) A public benefit corporation shall include in every notice of a meeting of stockholders a…
["CHAPTER 1. General Corporation Law", "Subchapter XVI. Foreign Corporations", "§ 377. Change of registered agent; reinstatement of qualification to do business."]
§ 377. Change of registered agent; reinstatement of qualification to do business.
§ 377. Change of registered agent; reinstatement of qualification to do business. (a) Any foreign corporation, which has qualified to do business in this…
["CHAPTER 1. General Corporation Law", "Subchapter V. Stock and Dividends", "§ 156. Partly paid shares."]
§ 156. Partly paid shares.
§ 156. Partly paid shares. Any corporation may issue the whole or any part of its shares as partly paid and subject to call for the remainder of the…
["CHAPTER 1. General Corporation Law", "Subchapter XI. Insolvency; Receivers and Trustees", "§ 298. Compensation, costs and expenses of receiver or trustee."]
§ 298. Compensation, costs and expenses of receiver or trustee.
§ 298. Compensation, costs and expenses of receiver or trustee. The Court of Chancery, before making distribution of the assets of a corporation among the…
["CHAPTER 1. General Corporation Law", "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."]
§ 241. Amendment of certificate of incorporation before receipt of payment for stock.
§ 241. Amendment of certificate of incorporation before receipt of payment for stock. (a) Before a corporation has received any payment for any of its stock…
["CHAPTER 1. General Corporation Law", "Subchapter VI. Stock Transfers", "§ 203. Business combinations with interested stockholders."]
§ 203. Business combinations with interested stockholders.
§ 203. Business combinations with interested stockholders. (a) Notwithstanding any other provisions of this chapter, a corporation shall not engage in any…
["CHAPTER 1. General Corporation Law", "Subchapter XVI. Foreign Corporations", "§ 379. Banking powers denied."]
§ 379. Banking powers denied.
§ 379. Banking powers denied. (a) No foreign corporation shall, within the limits of this State, by any implication or construction, be deemed to possess the…
["CHAPTER 1. General Corporation Law", "Subchapter IV. Directors and Officers", "§ 144. Interested directors and officers; controlling stockholder transactions; quorum [For application of this section, see 85 Del. Laws, c. 6, § 3]."]
§ 144. Interested directors and officers; controlling stockholder transactions; quorum [For application of this section, see 85 Del. Laws, c. 6, § 3].
§ 144. Interested directors and officers; controlling stockholder transactions; quorum [For application of this section, see 85 Del. Laws, c. 6, § 3]. (a)…
["CHAPTER 1. General Corporation Law", "Subchapter X. Sale of Assets, Dissolution and Winding Up", "§ 271. Sale, lease or exchange of assets; consideration; procedure."]
§ 271. Sale, lease or exchange of assets; consideration; procedure.
§ 271. Sale, lease or exchange of assets; consideration; procedure. (a) Every corporation may at any meeting of its board of directors or governing body sell…
["CHAPTER 1. General Corporation Law", "Subchapter XIII. Suits Against Corporations, Directors, Officers or Stockholders", "§ 324. Attachment of shares of stock or any option, right or interest therein; procedure; sale; title upon sale; proceeds."]
§ 324. Attachment of shares of stock or any option, right or interest therein; procedure; sale; title upon sale; proceeds.
§ 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…
["CHAPTER 1. General Corporation Law", "Subchapter XVIII. Miscellaneous Provisions", "§ 396. Publication of chapter by Secretary of State; distribution."]
§ 396. Publication of chapter by Secretary of State; distribution.
§ 396. Publication of chapter by Secretary of State; distribution. The Secretary of State may have printed, from time to time as the Secretary of State deems…
["CHAPTER 1. General Corporation Law", "Subchapter I. Formation", "§ 110. Emergency bylaws and other powers in emergency [For application of this section, see 82 Del. Laws, c. 256, § 23]."]
§ 110. Emergency bylaws and other powers in emergency [For application of this section, see 82 Del. Laws, c. 256, § 23].
§ 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…
["CHAPTER 1. General Corporation Law", "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."]
§ 141. Board of directors; powers; number, qualifications, terms and quorum; committees; classes of directors; nonstock corporations; reliance upon books; action without meeting; removal.
§ 141. Board of directors; powers; number, qualifications, terms and quorum; committees; classes of directors; nonstock corporations; reliance upon books…
["CHAPTER 1. General Corporation Law", "Subchapter I. Formation", "§ 114. Application of chapter to nonstock corporations."]
§ 114. Application of chapter to nonstock corporations.
§ 114. Application of chapter to nonstock corporations. (a) Except as otherwise provided in subsections (b) and (c) of this section, the provisions of this…
["CHAPTER 1. General Corporation Law", "Subchapter XIV. Close Corporations; Special Provisions", "§ 354. Operating corporation as partnership."]
§ 354. Operating corporation as partnership.
§ 354. Operating corporation as partnership. No written agreement among stockholders of a close corporation, nor any provision of the certificate of…
["CHAPTER 1. General Corporation Law", "Subchapter VII. Meetings, Elections, Voting and Notice", "§ 232. Delivery of notice; notice by electronic transmission [For application of this section, see 84 Del. Laws, c. 309, § 6]."]
§ 232. Delivery of notice; notice by electronic transmission [For application of this section, see 84 Del. Laws, c. 309, § 6].
§ 232. Delivery of notice; notice by electronic transmission [For application of this section, see 84 Del. Laws, c. 309, § 6]. (a) Without limiting the manner…
["CHAPTER 1. General Corporation Law", "Subchapter II. Powers", "§ 124. Effect of lack of corporate capacity or power; ultra vires."]
§ 124. Effect of lack of corporate capacity or power; ultra vires.
§ 124. Effect of lack of corporate capacity or power; ultra vires. No act of a corporation and no conveyance or transfer of real or personal property to or by…
["CHAPTER 1. General Corporation Law", "Subchapter XI. Insolvency; Receivers and Trustees", "§ 292. Title to property; filing order of appointment; exception."]
§ 292. Title to property; filing order of appointment; exception.
§ 292. Title to property; filing order of appointment; exception. (a) Trustees or receivers appointed by the Court of Chancery of and for any corporation, and…
["CHAPTER 1. General Corporation Law", "Subchapter XI. Insolvency; Receivers and Trustees", "§ 291. Receivers for insolvent corporations; appointment and powers."]
§ 291. Receivers for insolvent corporations; appointment and powers.
§ 291. Receivers for insolvent corporations; appointment and powers. Whenever a corporation shall be insolvent, the Court of Chancery, on the application of…
["CHAPTER 1. General Corporation Law", "Subchapter VIII. Amendment of Certificate of Incorporation; Changes in Capital and Capital Stock", "§ 243. Retirement of stock."]
§ 243. Retirement of stock.
§ 243. Retirement of stock. (a) A corporation, by resolution of its board of directors, may retire any shares of its capital stock that are issued but are not…
["CHAPTER 1. General Corporation Law", "Subchapter IX. Merger, Consolidation or Conversion", "§ 265. Conversion of other entities to a domestic corporation [For application of this section, see 84 Del. Laws, c. 98, § 17]."]
§ 265. Conversion of other entities to a domestic corporation [For application of this section, see 84 Del. Laws, c. 98, § 17].
§ 265. Conversion of other entities to a domestic corporation [For application of this section, see 84 Del. Laws, c. 98, § 17]. (a) As used in this section…
["CHAPTER 1. General Corporation Law", "Subchapter XIV. Close Corporations; Special Provisions", "§ 345. Limitations on continuation of close corporation status."]
§ 345. Limitations on continuation of close corporation status.
§ 345. Limitations on continuation of close corporation status. A close corporation continues to be such and to be subject to this subchapter until: (1) It…
["CHAPTER 1. General Corporation Law", "Subchapter XV. Public Benefit Corporations", "§ 364. Stock certificates; notices regarding uncertificated stock."]
§ 364. Stock certificates; notices regarding uncertificated stock.
§ 364. Stock certificates; notices regarding uncertificated stock. Any stock certificate issued by a public benefit corporation shall note conspicuously that…
["CHAPTER 1. General Corporation Law", "Subchapter IX. Merger, Consolidation or Conversion", "§ 252. Merger or consolidation of domestic and foreign corporations; service of process upon surviving or resulting corporation [Effective until Aug. 1, 2026]."]
§ 252. Merger or consolidation of domestic and foreign corporations; service of process upon surviving or resulting corporation [Effective until Aug. 1, 2026].
§ 252. Merger or consolidation of domestic and foreign corporations; service of process upon surviving or resulting corporation [Effective until Aug. 1, 2026]…
["CHAPTER 1. General Corporation Law", "Subchapter XIV. Close Corporations; Special Provisions", "§ 342. Close corporation defined; contents of certificate of incorporation."]
§ 342. Close corporation defined; contents of certificate of incorporation.
§ 342. Close corporation defined; contents of certificate of incorporation. (a) A close corporation is a corporation organized under this chapter whose…
["CHAPTER 1. General Corporation Law", "Subchapter VII. Meetings, Elections, Voting and Notice", "§ 212. Voting rights of stockholders; proxies; limitations."]
§ 212. Voting rights of stockholders; proxies; limitations.
§ 212. Voting rights of stockholders; proxies; limitations. (a) Unless otherwise provided in the certificate of incorporation and subject to § 213 of this…
["CHAPTER 1. General Corporation Law", "Subchapter XI. Insolvency; Receivers and Trustees", "§ 301. Discontinuance of liquidation."]
§ 301. Discontinuance of liquidation.
§ 301. Discontinuance of liquidation. The liquidation of the assets and business of an insolvent corporation may be discontinued at any time during the…
["CHAPTER 1. General Corporation Law", "Subchapter IV. Directors and Officers", "§ 142. Officers; titles, duties, selection, term; failure to elect; vacancies."]
§ 142. Officers; titles, duties, selection, term; failure to elect; vacancies.
§ 142. Officers; titles, duties, selection, term; failure to elect; vacancies. (a) Every corporation organized under this chapter shall have such officers with…
["CHAPTER 1. General Corporation Law", "Subchapter IV. Directors and Officers", "§ 146. Submission of matters for stockholder vote."]
§ 146. Submission of matters for stockholder vote.
§ 146. Submission of matters for stockholder vote. A corporation may agree to submit a matter to a vote of its stockholders whether or not the board of…
["CHAPTER 1. General Corporation Law", "Subchapter VIII. Amendment of Certificate of Incorporation; Changes in Capital and Capital Stock", "§ 244. Reduction of capital."]
§ 244. Reduction of capital.
§ 244. Reduction of capital. (a) A corporation, by resolution of its board of directors, may reduce its capital in any of the following ways: (1) By reducing…
["CHAPTER 1. General Corporation Law", "Subchapter V. Stock and Dividends", "§ 159. Shares of stock; personal property, transfer and taxation."]
§ 159. Shares of stock; personal property, transfer and taxation.
§ 159. Shares of stock; personal property, transfer and taxation. The shares of stock in every corporation shall be deemed personal property and transferable…
["CHAPTER 1. General Corporation Law", "Subchapter V. Stock and Dividends", "§ 166. Formalities required of stock subscriptions."]
§ 166. Formalities required of stock subscriptions.
§ 166. Formalities required of stock subscriptions. A subscription for stock of a corporation, whether made before or after the formation of a corporation…
["CHAPTER 1. General Corporation Law", "Subchapter II. Powers", "§ 121. General powers."]
§ 121. General powers.
§ 121. General powers. (a) In addition to the powers enumerated in § 122 of this title, every corporation, its officers, directors and stockholders shall…
["CHAPTER 1. General Corporation Law", "Subchapter XVI. Foreign Corporations", "§ 381. Withdrawal of foreign corporation from State; procedure; service of process on Secretary of State [Effective until Aug. 1, 2026]."]
§ 381. Withdrawal of foreign corporation from State; procedure; service of process on Secretary of State [Effective until Aug. 1, 2026].
§ 381. Withdrawal of foreign corporation from State; procedure; service of process on Secretary of State [Effective until Aug. 1, 2026]. (a) Any foreign…
["CHAPTER 1. General Corporation Law", "Subchapter VII. Meetings, Elections, Voting and Notice", "§ 211. Meetings of stockholders."]
§ 211. Meetings of stockholders.
§ 211. Meetings of stockholders. (a) (1) Meetings of stockholders may be held at such place, either within or without this State as may be designated by or in…
["CHAPTER 1. General Corporation Law", "Subchapter V. Stock and Dividends", "§ 153. Consideration for stock."]
§ 153. Consideration for stock.
§ 153. Consideration for stock. (a) Shares of stock with par value may be issued for such consideration, having a value not less than the par value of the…
["CHAPTER 1. General Corporation Law", "Subchapter XIII. Suits Against Corporations, Directors, Officers or Stockholders", "§ 328. Effect of liability of corporation on impairment of certain transactions."]
§ 328. Effect of liability of corporation on impairment of certain transactions.
§ 328. Effect of liability of corporation on impairment of certain transactions. The liability of a corporation of this State, or the stockholders, directors…
["CHAPTER 1. General Corporation Law", "Subchapter XVI. Foreign Corporations", "§ 373. Exceptions to requirements."]
§ 373. Exceptions to requirements.
§ 373. Exceptions to requirements. (a) No foreign corporation shall be required to comply with §§ 371 and 372 of this title, under any of the following…
["CHAPTER 1. General Corporation Law", "Subchapter XII. Renewal, Revival, Extension and Restoration of Certificate of Incorporation or Charter", "§ 314. Status of corporation."]
§ 314. Status of corporation.
§ 314. Status of corporation. Any corporation desiring to renew, extend and continue its corporate existence shall, upon complying with applicable…
["CHAPTER 1. General Corporation Law", "Subchapter XV. Public Benefit Corporations", "§ 367. Suits to enforce the requirements of § 365(a) of this title."]
§ 367. Suits to enforce the requirements of § 365(a) of this title.
§ 367. Suits to enforce the requirements of § 365(a) of this title. Any action to enforce the balancing requirement of § 365(a) of this title, including any…
["CHAPTER 1. General Corporation Law", "Subchapter X. Sale of Assets, Dissolution and Winding Up", "§ 285. Dissolution or forfeiture of charter by decree of court; filing."]
§ 285. Dissolution or forfeiture of charter by decree of court; filing.
§ 285. Dissolution or forfeiture of charter by decree of court; filing. Whenever any corporation is dissolved or its charter forfeited by decree or judgment of…
["CHAPTER 1. General Corporation Law", "Subchapter XVI. Foreign Corporations", "§ 371. Definition; qualification to do business in State; procedure."]
§ 371. Definition; qualification to do business in State; procedure.
§ 371. Definition; qualification to do business in State; procedure. (a) As used in this chapter, the words “foreign corporation” mean a corporation organized…
["CHAPTER 1. General Corporation Law", "Subchapter V. Stock and Dividends", "§ 163. Payment for stock not paid in full."]
§ 163. Payment for stock not paid in full.
§ 163. Payment for stock not paid in full. The capital stock of a corporation shall be paid for in such amounts and at such times as the directors may require…
["CHAPTER 1. General Corporation Law", "Subchapter VII. Meetings, Elections, Voting and Notice", "§ 225. Contested election of directors; proceedings to determine validity."]
§ 225. Contested election of directors; proceedings to determine validity.
§ 225. Contested election of directors; proceedings to determine validity. (a) Upon application of any stockholder or director, or any officer whose title to…
["CHAPTER 1. General Corporation Law", "Subchapter III. Registered Office and Registered Agent", "§ 135. Resignation of registered agent coupled with appointment of successor."]
§ 135. Resignation of registered agent coupled with appointment of successor.
§ 135. Resignation of registered agent coupled with appointment of successor. The registered agent of 1 or more corporations may resign and appoint a successor…
["CHAPTER 1. General Corporation Law", "Subchapter VIII. Amendment of Certificate of Incorporation; Changes in Capital and Capital Stock", "§ 245. Restated certificate of incorporation."]
§ 245. Restated certificate of incorporation.
§ 245. Restated certificate of incorporation. (a) A corporation may, whenever desired, integrate into a single instrument all of the provisions of its…
["CHAPTER 1. General Corporation Law", "Subchapter V. Stock and Dividends", "§ 161. Issuance of additional stock; when and by whom."]
§ 161. Issuance of additional stock; when and by whom.
§ 161. Issuance of additional stock; when and by whom. The directors may, at any time and from time to time, if all of the shares of capital stock which the…
["CHAPTER 1. General Corporation Law", "Subchapter IX. Merger, Consolidation or Conversion", "§ 254. Merger or consolidation of domestic corporations and joint-stock or other associations."]
§ 254. Merger or consolidation of domestic corporations and joint-stock or other associations.
§ 254. Merger or consolidation of domestic corporations and joint-stock or other associations. (a) The term “joint-stock association” as used in this section…
["CHAPTER 1. General Corporation Law", "Subchapter IX. Merger, Consolidation or Conversion", "§ 263. Merger or consolidation of domestic corporations and partnerships; service of process upon surviving or resulting corporation or partnership [Effective until Aug. 1, 2026]."]
§ 263. Merger or consolidation of domestic corporations and partnerships; service of process upon surviving or resulting corporation or partnership [Effective until Aug. 1, 2026].
§ 263. Merger or consolidation of domestic corporations and partnerships; service of process upon surviving or resulting corporation or partnership [Effective…
["CHAPTER 1. General Corporation Law", "Subchapter I. Formation", "§ 107. Powers of incorporators."]
§ 107. Powers of incorporators.
§ 107. Powers of incorporators. If the persons who are to serve as directors until the first annual meeting of stockholders have not been named in the…
["CHAPTER 1. General Corporation Law", "Subchapter XIV. Close Corporations; Special Provisions", "§ 352. Appointment of custodian for close corporation."]
§ 352. Appointment of custodian for close corporation.
§ 352. Appointment of custodian for close corporation. (a) In addition to § 226 of this title respecting the appointment of a custodian for any corporation…
["CHAPTER 1. General Corporation Law", "Subchapter IV. Directors and Officers", "§ 145. Indemnification of officers, directors, employees and agents; insurance."]
§ 145. Indemnification of officers, directors, employees and agents; insurance.
§ 145. Indemnification of officers, directors, employees and agents; insurance. (a) A corporation shall have power to indemnify any person who was or is a…
["CHAPTER 1. General Corporation Law", "Subchapter XI. Insolvency; Receivers and Trustees", "§ 294. Receivers or trustees; inventory; list of debts and report."]
§ 294. Receivers or trustees; inventory; list of debts and report.
§ 294. Receivers or trustees; inventory; list of debts and report. Trustees or receivers shall, as soon as convenient, file in the office of the Register in…
["CHAPTER 1. General Corporation Law", "Subchapter X. Sale of Assets, Dissolution and Winding Up", "§ 281. Payment and distribution to claimants and stockholders."]
§ 281. Payment and distribution to claimants and stockholders.
§ 281. Payment and distribution to claimants and stockholders. (a) A dissolved corporation or successor entity which has followed the procedures described in §…
["CHAPTER 1. General Corporation Law", "Subchapter V. Stock and Dividends", "§ 165. Revocability of preincorporation subscriptions."]
§ 165. Revocability of preincorporation subscriptions.
§ 165. Revocability of preincorporation subscriptions. Unless otherwise provided by the terms of the subscription, a subscription for stock of a corporation to…
["CHAPTER 1. General Corporation Law", "Subchapter X. Sale of Assets, Dissolution and Winding Up", "§ 273. Dissolution of joint venture corporation having 2 stockholders."]
§ 273. Dissolution of joint venture corporation having 2 stockholders.
§ 273. Dissolution of joint venture corporation having 2 stockholders. (a) If the stockholders of a corporation of this State, having only 2 stockholders each…
["CHAPTER 1. General Corporation Law", "Subchapter IX. Merger, Consolidation or Conversion", "§ 255. Merger or consolidation of domestic nonstock corporations."]
§ 255. Merger or consolidation of domestic nonstock corporations.
§ 255. Merger or consolidation of domestic nonstock corporations. (a) Any 2 or more nonstock corporations of this State, whether or not organized for profit…
["CHAPTER 1. General Corporation Law", "Subchapter XIII. Suits Against Corporations, Directors, Officers or Stockholders", "§ 325. Actions against officers, directors or stockholders to enforce liability of corporation; unsatisfied judgment against corporation."]
§ 325. Actions against officers, directors or stockholders to enforce liability of corporation; unsatisfied judgment against corporation.
§ 325. Actions against officers, directors or stockholders to enforce liability of corporation; unsatisfied judgment against corporation. (a) When the…
["CHAPTER 1. General Corporation Law", "Subchapter VI. Stock Transfers", "§ 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]."]
§ 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].
§ 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)…
["CHAPTER 1. General Corporation Law", "Subchapter III. Registered Office and Registered Agent", "§ 134. Change of address or name of registered agent."]
§ 134. Change of address or name of registered agent.
§ 134. Change of address or name of registered agent. (a) A registered agent may change the address of the registered office of the corporation or corporations…
["CHAPTER 1. General Corporation Law", "Subchapter XII. Renewal, Revival, Extension and Restoration of Certificate of Incorporation or Charter", "§ 311. Revocation of voluntary dissolution; restoration of expired certificate of incorporation."]
§ 311. Revocation of voluntary dissolution; restoration of expired certificate of incorporation.
§ 311. Revocation of voluntary dissolution; restoration of expired certificate of incorporation. (a) At any time prior to the expiration of 3 years following…
["CHAPTER 1. General Corporation Law", "Subchapter XI. Insolvency; Receivers and Trustees", "§ 293. Notices to stockholders and creditors."]
§ 293. Notices to stockholders and creditors.
§ 293. Notices to stockholders and creditors. All notices required to be given to stockholders and creditors in any action in which a receiver or trustee for a…
["CHAPTER 1. General Corporation Law", "Subchapter XIV. Close Corporations; Special Provisions", "§ 355. Stockholders’ option to dissolve corporation."]
§ 355. Stockholders’ option to dissolve corporation.
§ 355. Stockholders’ option to dissolve corporation. (a) The certificate of incorporation of any close corporation may include a provision granting to any…
["CHAPTER 1. General Corporation Law", "Subchapter V. Stock and Dividends", "§ 170. Dividends; payment; wasting asset corporations."]
§ 170. Dividends; payment; wasting asset corporations.
§ 170. Dividends; payment; wasting asset corporations. (a) The directors of every corporation, subject to any restrictions contained in its certificate of…
["CHAPTER 1. General Corporation Law", "Subchapter VII. Meetings, Elections, Voting and Notice", "§ 222. Notice of meetings and adjourned meetings."]
§ 222. Notice of meetings and adjourned meetings.
§ 222. Notice of meetings and adjourned meetings. (a) Whenever stockholders are required or permitted to take any action at a meeting, a notice of the meeting…
["CHAPTER 1. General Corporation Law", "Subchapter VII. Meetings, Elections, Voting and Notice", "§ 221. Voting, inspection and other rights of bondholders and debenture holders."]
§ 221. Voting, inspection and other rights of bondholders and debenture holders.
§ 221. Voting, inspection and other rights of bondholders and debenture holders. Every corporation may in its certificate of incorporation confer upon the…
["CHAPTER 1. General Corporation Law", "Subchapter IX. Merger, Consolidation or Conversion", "§ 260. Powers of corporation surviving or resulting from merger or consolidation or upon conversion or domestication; issuance of stock, bonds or other indebtedness."]
§ 260. Powers of corporation surviving or resulting from merger or consolidation or upon conversion or domestication; issuance of stock, bonds or other indebtedness.
§ 260. Powers of corporation surviving or resulting from merger or consolidation or upon conversion or domestication; issuance of stock, bonds or other…
["CHAPTER 1. General Corporation Law", "Subchapter IX. Merger, Consolidation or Conversion", "§ 256. Merger or consolidation of domestic and foreign nonstock corporations; service of process upon surviving or resulting corporation [Effective until Aug. 1, 2026]."]
§ 256. Merger or consolidation of domestic and foreign nonstock corporations; service of process upon surviving or resulting corporation [Effective until Aug. 1, 2026].
§ 256. Merger or consolidation of domestic and foreign nonstock corporations; service of process upon surviving or resulting corporation [Effective until Aug…
["CHAPTER 1. General Corporation Law", "Subchapter XVI. Foreign Corporations", "§ 375. Failure to file report."]
§ 375. Failure to file report.
§ 375. Failure to file report. Upon the failure, neglect or refusal of any foreign corporation to file an annual report as required by § 374 of this title, the…
["CHAPTER 1. General Corporation Law", "Subchapter VII. Meetings, Elections, Voting and Notice", "§ 215. Voting rights of members of nonstock corporations; quorum; proxies."]
§ 215. Voting rights of members of nonstock corporations; quorum; proxies.
§ 215. Voting rights of members of nonstock corporations; quorum; proxies. (a) Sections 211 through 214 and 216 of this title shall not apply to nonstock…
["CHAPTER 1. General Corporation Law", "Subchapter I. Formation", "§ 112. Access to proxy solicitation materials."]
§ 112. Access to proxy solicitation materials.
§ 112. Access to proxy solicitation materials. The bylaws may provide that if the corporation solicits proxies with respect to an election of directors, it may…
["CHAPTER 1. General Corporation Law", "Subchapter V. Stock and Dividends", "§ 173. Declaration and payment of dividends."]
§ 173. Declaration and payment of dividends.
§ 173. Declaration and payment of dividends. No corporation shall pay dividends except in accordance with this chapter. Dividends may be paid in cash, in…
["CHAPTER 1. General Corporation Law", "Subchapter XVI. Foreign Corporations", "§ 383. Actions by and against unqualified foreign corporations."]
§ 383. Actions by and against unqualified foreign corporations.
§ 383. Actions by and against unqualified foreign corporations. (a) A foreign corporation which is required to comply with §§ 371 and 372 of this title and…
["CHAPTER 1. General Corporation Law", "Subchapter XIII. Suits Against Corporations, Directors, Officers or Stockholders", "§ 327. Stockholder’s derivative action; allegation of stock ownership."]
§ 327. Stockholder’s derivative action; allegation of stock ownership.
§ 327. Stockholder’s derivative action; allegation of stock ownership. In any derivative suit instituted by a stockholder of a corporation, it shall be averred…
["CHAPTER 1. General Corporation Law", "Subchapter XVI. Foreign Corporations", "§ 380. Foreign corporation as fiduciary in this State."]
§ 380. Foreign corporation as fiduciary in this State.
§ 380. Foreign corporation as fiduciary in this State. A corporation organized and doing business under the laws of the District of Columbia or of any state of…
["CHAPTER 1. General Corporation Law", "Subchapter V. Stock and Dividends", "§ 157. Rights and options respecting stock."]
§ 157. Rights and options respecting stock.
§ 157. Rights and options respecting stock. (a) Subject to any provisions in the certificate of incorporation, every corporation may create and issue, whether…
["CHAPTER 1. General Corporation Law", "Subchapter V. Stock and Dividends", "§ 152. Issuance of stock; lawful consideration; fully paid stock."]
§ 152. Issuance of stock; lawful consideration; fully paid stock.
§ 152. Issuance of stock; lawful consideration; fully paid stock. (a) The consideration for subscriptions to, or the purchase of, the capital stock to be…
["CHAPTER 1. General Corporation Law", "Subchapter IX. Merger, Consolidation or Conversion", "§ 257. Merger or consolidation of domestic stock and nonstock corporations."]
§ 257. Merger or consolidation of domestic stock and nonstock corporations.
§ 257. Merger or consolidation of domestic stock and nonstock corporations. (a) Any 1 or more nonstock corporations of this State, whether or not organized for…
["CHAPTER 1. General Corporation Law", "Subchapter V. Stock and Dividends", "§ 169. Situs of ownership of stock."]
§ 169. Situs of ownership of stock.
§ 169. Situs of ownership of stock. For all purposes of title, action, attachment, garnishment and jurisdiction of all courts held in this State, but not for…
["CHAPTER 1. General Corporation Law", "Subchapter I. Formation", "§ 109. Bylaws."]
§ 109. Bylaws.
§ 109. Bylaws. (a) The original or other bylaws of a corporation may be adopted, amended or repealed by the incorporators, by the initial directors of a…
["CHAPTER 1. General Corporation Law", "Subchapter IX. Merger, Consolidation or Conversion", "§ 267. Merger of parent entity and subsidiary corporation or corporations."]
§ 267. Merger of parent entity and subsidiary corporation or corporations.
§ 267. Merger of parent entity and subsidiary corporation or corporations. (a) In any case in which: (1) at least 90% of the outstanding shares of each class…
["CHAPTER 1. General Corporation Law", "Subchapter XI. Insolvency; Receivers and Trustees", "§ 302. Compromise or arrangement between corporation and creditors or stockholders."]
§ 302. Compromise or arrangement between corporation and creditors or stockholders.
§ 302. Compromise or arrangement between corporation and creditors or stockholders. (a) Whenever the provision permitted by § 102(b)(2) of this title is…
["CHAPTER 1. General Corporation Law", "Subchapter XIV. Close Corporations; Special Provisions", "§ 350. Agreements restricting discretion of directors."]
§ 350. Agreements restricting discretion of directors.
§ 350. Agreements restricting discretion of directors. A written agreement among the stockholders of a close corporation holding a majority of the outstanding…
["CHAPTER 1. General Corporation Law", "Subchapter I. Formation", "§ 104. Certificate of incorporation; definition."]
§ 104. Certificate of incorporation; definition.
§ 104. Certificate of incorporation; definition. The term “certificate of incorporation,” as used in this chapter, unless the context requires otherwise…
["CHAPTER 1. General Corporation Law", "Subchapter II. Powers", "§ 127. Private foundation; powers and duties."]
§ 127. Private foundation; powers and duties.
§ 127. Private foundation; powers and duties. A corporation of this State which is a private foundation under the United States internal revenue laws and whose…
["CHAPTER 1. General Corporation Law", "Subchapter II. Powers", "§ 126. Banking power denied."]
§ 126. Banking power denied.
§ 126. Banking power denied. (a) No corporation organized under this chapter shall possess the power of issuing bills, notes, or other evidences of debt for…
["CHAPTER 1. General Corporation Law", "Subchapter X. Sale of Assets, Dissolution and Winding Up", "§ 280. Notice to claimants; filing of claims."]
§ 280. Notice to claimants; filing of claims.
§ 280. Notice to claimants; filing of claims. (a) (1) After a corporation has been dissolved in accordance with the procedures set forth in this chapter, the…
["CHAPTER 1. General Corporation Law", "Subchapter I. Formation", "§ 101. Incorporators; how corporation formed; purposes."]
§ 101. Incorporators; how corporation formed; purposes.
§ 101. Incorporators; how corporation formed; purposes. (a) Any person, partnership, association or corporation, singly or jointly with others, and without…
["CHAPTER 1. General Corporation Law", "Subchapter IX. Merger, Consolidation or Conversion", "§ 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]."]
§ 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].
§ 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…
["CHAPTER 1. General Corporation Law", "Subchapter VII. Meetings, Elections, Voting and Notice", "§ 219. List of stockholders entitled to vote; penalty for refusal to produce; stock ledger."]
§ 219. List of stockholders entitled to vote; penalty for refusal to produce; stock ledger.
§ 219. List of stockholders entitled to vote; penalty for refusal to produce; stock ledger. (a) The corporation shall prepare, no later than the tenth day…
["CHAPTER 1. General Corporation Law", "Subchapter V. Stock and Dividends", "§ 171. Special purpose reserves."]
§ 171. Special purpose reserves.
§ 171. Special purpose reserves. The directors of a corporation may set apart out of any of the funds of the corporation available for dividends a reserve or…
["CHAPTER 1. General Corporation Law", "Subchapter V. Stock and Dividends", "§ 172. Liability of directors and committee members as to dividends or stock redemption."]
§ 172. Liability of directors and committee members as to dividends or stock redemption.
§ 172. Liability of directors and committee members as to dividends or stock redemption. A member of the board of directors, or a member of any committee…
["CHAPTER 1. General Corporation Law", "Subchapter XIV. Close Corporations; Special Provisions", "§ 346. Voluntary termination of close corporation status by amendment of certificate of incorporation; vote required."]
§ 346. Voluntary termination of close corporation status by amendment of certificate of incorporation; vote required.
§ 346. Voluntary termination of close corporation status by amendment of certificate of incorporation; vote required. (a) A corporation may voluntarily…
["CHAPTER 1. General Corporation Law", "Subchapter VI. Stock Transfers", "§ 201. Transfer of stock, stock certificates and uncertificated stock."]
§ 201. Transfer of stock, stock certificates and uncertificated stock.
§ 201. Transfer of stock, stock certificates and uncertificated stock. Except as otherwise provided in this chapter, the transfer of stock and the certificates…
["CHAPTER 1. General Corporation Law", "Subchapter X. Sale of Assets, Dissolution and Winding Up", "§ 275. Dissolution generally; procedure [Effective until Aug. 1, 2026]."]
§ 275. Dissolution generally; procedure [Effective until Aug. 1, 2026].
§ 275. Dissolution generally; procedure [Effective until Aug. 1, 2026]. (a) If it should be deemed advisable in the judgment of the board of directors of any…
["CHAPTER 1. General Corporation Law", "Subchapter XVIII. Miscellaneous Provisions", "§ 397. Penalty for unauthorized publication of chapter."]
§ 397. Penalty for unauthorized publication of chapter.
§ 397. Penalty for unauthorized publication of chapter. Whoever prints or publishes this chapter without the authority of the Secretary of State of this State…
["CHAPTER 1. General Corporation Law", "Subchapter I. Formation", "§ 116. Document form, signature and delivery."]
§ 116. Document form, signature and delivery.
§ 116. Document form, signature and delivery. (a) Except as provided in subsection (b) of this section, without limiting the manner in which any act or…
["CHAPTER 1. General Corporation Law", "Subchapter V. Stock and Dividends", "§ 167. Lost, stolen or destroyed stock certificates; issuance of new certificate or uncertificated shares."]
§ 167. Lost, stolen or destroyed stock certificates; issuance of new certificate or uncertificated shares.
§ 167. Lost, stolen or destroyed stock certificates; issuance of new certificate or uncertificated shares. A corporation may issue a new certificate of stock…
["CHAPTER 1. General Corporation Law", "Subchapter XIV. Close Corporations; Special Provisions", "§ 351. Management by stockholders."]
§ 351. Management by stockholders.
§ 351. Management by stockholders. The certificate of incorporation of a close corporation may provide that the business of the corporation shall be managed by…
["CHAPTER 1. General Corporation Law", "Subchapter XVIII. Miscellaneous Provisions", "§ 393. Rights, liabilities and duties under prior statutes."]
§ 393. Rights, liabilities and duties under prior statutes.
§ 393. Rights, liabilities and duties under prior statutes. All rights, privileges and immunities vested or accrued by and under any laws enacted prior to the…
["CHAPTER 1. General Corporation Law", "Subchapter I. Formation", "§ 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]."]
§ 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].
§ 111. Jurisdiction to interpret, apply, enforce or determine the validity of corporate instruments and provisions of this title. [For application of this…
["CHAPTER 1. General Corporation Law", "Subchapter XVII. Domestication and Transfer", "§ 389. Temporary transfer of domicile into this State."]
§ 389. Temporary transfer of domicile into this State.
§ 389. Temporary transfer of domicile into this State. (a) As used in this section: (1) The term “emergency condition” shall be deemed to include but not be…
["CHAPTER 1. General Corporation Law", "Subchapter IX. Merger, Consolidation or Conversion", "§ 253. Merger of parent corporation and subsidiary corporation or corporations."]
§ 253. Merger of parent corporation and subsidiary corporation or corporations.
§ 253. Merger of parent corporation and subsidiary corporation or corporations. (a) In any case in which: (1) at least 90% of the outstanding shares of each…
["CHAPTER 1. General Corporation Law", "Subchapter VII. Meetings, Elections, Voting and Notice", "§ 228. Consent of stockholders or members in lieu of meeting [For application of section, see 81 Del. Laws, c. 86, § 40]."]
§ 228. Consent of stockholders or members in lieu of meeting [For application of section, see 81 Del. Laws, c. 86, § 40].
§ 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…
["CHAPTER 1. General Corporation Law", "Subchapter XI. Insolvency; Receivers and Trustees", "§ 297. Sale of perishable or deteriorating property."]
§ 297. Sale of perishable or deteriorating property.
§ 297. Sale of perishable or deteriorating property. Whenever the property of a corporation is at the time of the appointment of a receiver or trustee…
["CHAPTER 1. General Corporation Law", "Subchapter VII. Meetings, Elections, Voting and Notice", "§ 229. Waiver of notice."]
§ 229. Waiver of notice.
§ 229. Waiver of notice. Whenever notice is required to be given under any provision of this chapter or the certificate of incorporation or bylaws, a written…
["CHAPTER 1. General Corporation Law", "Subchapter V. Stock and Dividends", "§ 158. Stock certificates; uncertificated shares."]
§ 158. Stock certificates; uncertificated shares.
§ 158. Stock certificates; uncertificated shares. The shares of a corporation shall be represented by certificates, provided that the board of directors of the…
["CHAPTER 1. General Corporation Law", "Subchapter XVI. Foreign Corporations", "§ 378. Penalties for noncompliance."]
§ 378. Penalties for noncompliance.
§ 378. Penalties for noncompliance. Any foreign corporation doing business of any kind in this State without first having complied with any section of this…
["CHAPTER 1. General Corporation Law", "Subchapter XIV. Close Corporations; Special Provisions", "§ 341. Law applicable to close corporation."]
§ 341. Law applicable to close corporation.
§ 341. Law applicable to close corporation. (a) This subchapter applies to all close corporations, as defined in § 342 of this title. Unless a corporation…
["CHAPTER 1. General Corporation Law", "Subchapter XV. Public Benefit Corporations", "§ 368. No effect on other corporations."]
§ 368. No effect on other corporations.
§ 368. No effect on other corporations. This subchapter shall not affect a statute or rule of law that is applicable to a corporation that is not a public…
["CHAPTER 1. General Corporation Law", "Subchapter I. Formation", "§ 102. Contents of certificate of incorporation."]
§ 102. Contents of certificate of incorporation.
§ 102. Contents of certificate of incorporation. (a) The certificate of incorporation shall set forth:
["CHAPTER 1. General Corporation Law", "Subchapter XV. Public Benefit Corporations", "§ 363. Nonprofit nonstock corporations [For application of this section, see 82 Del. Laws, c. 256, § 24]."]
§ 363. Nonprofit nonstock corporations [For application of this section, see 82 Del. Laws, c. 256, § 24].
§ 363. Nonprofit nonstock corporations [For application of this section, see 82 Del. Laws, c. 256, § 24]. A nonprofit nonstock corporation may not be a…
["CHAPTER 1. General Corporation Law", "Subchapter XI. Insolvency; Receivers and Trustees", "§ 295. Creditors’ proofs of claims; when barred; notice."]
§ 295. Creditors’ proofs of claims; when barred; notice.
§ 295. Creditors’ proofs of claims; when barred; notice. All creditors shall make proof under oath of their respective claims against the corporation, and…
["CHAPTER 1. General Corporation Law", "Subchapter XI. Insolvency; Receivers and Trustees", "§ 303. Proceeding under the Federal Bankruptcy Code of the United States; effectuation."]
§ 303. Proceeding under the Federal Bankruptcy Code of the United States; effectuation.
§ 303. Proceeding under the Federal Bankruptcy Code of the United States; effectuation. (a) Any corporation of this State, an order for relief with respect to…
["CHAPTER 1. General Corporation Law", "Subchapter V. Stock and Dividends", "§ 160. Corporation’s powers respecting ownership, voting, etc., of its own stock; rights of stock called for redemption."]
§ 160. Corporation’s powers respecting ownership, voting, etc., of its own stock; rights of stock called for redemption.
§ 160. Corporation’s powers respecting ownership, voting, etc., of its own stock; rights of stock called for redemption. (a) Every corporation may purchase…
["CHAPTER 1. General Corporation Law", "Subchapter V. Stock and Dividends", "§ 164. Failure to pay for stock; remedies."]
§ 164. Failure to pay for stock; remedies.
§ 164. Failure to pay for stock; remedies. When any stockholder fails to pay any installment or call upon such stockholder’s stock which may have been properly…
["CHAPTER 1. General Corporation Law", "Subchapter IX. Merger, Consolidation or Conversion", "§ 266. Conversion of a domestic corporation to other entities [For application of this section, see 84 Del. Laws, c. 98, § 16] [Effective until Aug. 1, 2026]."]
§ 266. Conversion of a domestic corporation to other entities [For application of this section, see 84 Del. Laws, c. 98, § 16] [Effective until Aug. 1, 2026].
§ 266. Conversion of a domestic corporation to other entities [For application of this section, see 84 Del. Laws, c. 98, § 16] [Effective until Aug. 1, 2026]…
["CHAPTER 1. General Corporation Law", "Subchapter VII. Meetings, Elections, Voting and Notice", "§ 224. Form of records."]
§ 224. Form of records.
§ 224. Form of records. Any records administered by or on behalf of the corporation in the regular course of its business, including its stock ledger, books of…
["CHAPTER 1. General Corporation Law", "Subchapter VII. Meetings, Elections, Voting and Notice", "§ 223. Vacancies and newly created directorships."]
§ 223. Vacancies and newly created directorships.
§ 223. Vacancies and newly created directorships. (a) Unless otherwise provided in the certificate of incorporation or bylaws: (1) Vacancies and newly created…
["CHAPTER 1. General Corporation Law", "Subchapter I. Formation", "§ 108. Organization meeting of incorporators or directors named in certificate of incorporation."]
§ 108. Organization meeting of incorporators or directors named in certificate of incorporation.
§ 108. Organization meeting of incorporators or directors named in certificate of incorporation. (a) After the filing of the certificate of incorporation an…
["CHAPTER 1. General Corporation Law", "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]."]
§ 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].
§ 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…
["CHAPTER 1. General Corporation Law", "Subchapter V. Stock and Dividends", "§ 162. Liability of stockholder or subscriber for stock not paid in full."]
§ 162. Liability of stockholder or subscriber for stock not paid in full.
§ 162. Liability of stockholder or subscriber for stock not paid in full. (a) When the whole of the consideration payable for shares of a corporation has not…
["CHAPTER 1. General Corporation Law", "Subchapter XIV. Close Corporations; Special Provisions", "§ 349. Corporate option where a restriction on transfer of a security is held invalid."]
§ 349. Corporate option where a restriction on transfer of a security is held invalid.
§ 349. Corporate option where a restriction on transfer of a security is held invalid. If a restriction on transfer of a security of a close corporation is…
["CHAPTER 1. General Corporation Law", "Subchapter XVI. Foreign Corporations", "§ 385. Filing of certain instruments with recorder of deeds not required."]
§ 385. Filing of certain instruments with recorder of deeds not required.
§ 385. Filing of certain instruments with recorder of deeds not required. No instrument that is required to be filed with the Secretary of State of this State…
["CHAPTER 1. General Corporation Law", "Subchapter IX. Merger, Consolidation or Conversion", "§ 268. Amendments to certificate of incorporation of the surviving corporation; disclosure schedules [For application of this section, see 84 Del. Laws, c. 309, § 6]."]
§ 268. Amendments to certificate of incorporation of the surviving corporation; disclosure schedules [For application of this section, see 84 Del. Laws, c. 309, § 6].
§ 268. Amendments to certificate of incorporation of the surviving corporation; disclosure schedules [For application of this section, see 84 Del. Laws, c…
["CHAPTER 1. General Corporation Law", "Subchapter I. Formation", "§ 115. Forum selection provisions."]
§ 115. Forum selection provisions.
§ 115. Forum selection provisions. (a) The certificate of incorporation or the bylaws may require, consistent with applicable jurisdictional requirements, that…
["CHAPTER 1. General Corporation Law", "Subchapter I. Formation", "§ 103. Execution, acknowledgment, filing, recording and effective date of original certificate of incorporation and other instruments; exceptions."]
§ 103. Execution, acknowledgment, filing, recording and effective date of original certificate of incorporation and other instruments; exceptions.
§ 103. Execution, acknowledgment, filing, recording and effective date of original certificate of incorporation and other instruments; exceptions. (a) Whenever…
["CHAPTER 1. General Corporation Law", "Subchapter I. Formation", "§ 113. Proxy expense reimbursement."]
§ 113. Proxy expense reimbursement.
§ 113. Proxy expense reimbursement. (a) The bylaws may provide for the reimbursement by the corporation of expenses incurred by a stockholder in soliciting…
["CHAPTER 1. General Corporation Law", "Subchapter VI. Stock Transfers", "§ 205. Proceedings regarding validity of defective corporate acts and stock [For application of this section, see 80 Del. Laws, c. 40, § 16]."]
§ 205. Proceedings regarding validity of defective corporate acts and stock [For application of this section, see 80 Del. Laws, c. 40, § 16].
§ 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…
["CHAPTER 1. General Corporation Law", "Subchapter IV. Directors and Officers", "§ 143. Loans to employees and officers; guaranty of obligations of employees and officers."]
§ 143. Loans to employees and officers; guaranty of obligations of employees and officers.
§ 143. Loans to employees and officers; guaranty of obligations of employees and officers. Any corporation may lend money to, or guarantee any obligation of…
["CHAPTER 1. General Corporation Law", "Subchapter III. Registered Office and Registered Agent", "§ 131. Registered office in State."]
§ 131. Registered office in State.
§ 131. Registered office in State. (a) Every corporation shall have and maintain in this State a registered office which may, but need not be, a place of the…
["CHAPTER 1. General Corporation Law", "Subchapter IX. Merger, Consolidation or Conversion", "§ 258. Merger or consolidation of domestic and foreign stock and nonstock corporations."]
§ 258. Merger or consolidation of domestic and foreign stock and nonstock corporations.
§ 258. Merger or consolidation of domestic and foreign stock and nonstock corporations. (a) Any 1 or more corporations of this State, whether stock or nonstock…
["CHAPTER 1. General Corporation Law", "Subchapter XII. Renewal, Revival, Extension and Restoration of Certificate of Incorporation or Charter", "§ 313. Revival of certificate of incorporation or charter of exempt corporations."]
§ 313. Revival of certificate of incorporation or charter of exempt corporations.
§ 313. Revival of certificate of incorporation or charter of exempt corporations. (a) Every exempt corporation whose certificate of incorporation or charter…
["CHAPTER 1. General Corporation Law", "Subchapter XI. Insolvency; Receivers and Trustees", "§ 296. Adjudication of claims; appeal."]
§ 296. Adjudication of claims; appeal.
§ 296. Adjudication of claims; appeal. (a) The Register in Chancery, immediately upon the expiration of the time fixed for the filing of claims, in compliance…
["CHAPTER 1. General Corporation Law", "Subchapter X. Sale of Assets, Dissolution and Winding Up", "§ 272. Mortgage or pledge of assets."]
§ 272. Mortgage or pledge of assets.
§ 272. Mortgage or pledge of assets. (a) The authorization or consent of stockholders to the mortgage or pledge of a corporation’s property and assets shall…
["CHAPTER 1. General Corporation Law", "Subchapter XI. Insolvency; Receivers and Trustees", "§ 300. Employee’s lien for wages when corporation insolvent."]
§ 300. Employee’s lien for wages when corporation insolvent.
§ 300. Employee’s lien for wages when corporation insolvent. Whenever any corporation of this State, or any foreign corporation doing business in this State…
["CHAPTER 1. General Corporation Law", "Subchapter X. Sale of Assets, Dissolution and Winding Up", "§ 278. Continuation of corporation after dissolution for purposes of suit and winding up affairs."]
§ 278. Continuation of corporation after dissolution for purposes of suit and winding up affairs.
§ 278. Continuation of corporation after dissolution for purposes of suit and winding up affairs. All corporations, whether they expire by their own limitation…
["CHAPTER 1. General Corporation Law", "Subchapter V. Stock and Dividends", "§ 154. Determination of amount of capital; capital, surplus and net assets defined."]
§ 154. Determination of amount of capital; capital, surplus and net assets defined.
§ 154. Determination of amount of capital; capital, surplus and net assets defined. Any corporation may, by resolution of its board of directors, determine…
["CHAPTER 1. General Corporation Law", "Subchapter III. Registered Office and Registered Agent", "§ 133. Change of location of registered office; change of registered agent."]
§ 133. Change of location of registered office; change of registered agent.
§ 133. Change of location of registered office; change of registered agent. Any corporation may, by resolution of its board of directors, change the location…
["CHAPTER 1. General Corporation Law", "Subchapter XIII. Suits Against Corporations, Directors, Officers or Stockholders", "§ 330. Usury; pleading by corporation."]
§ 330. Usury; pleading by corporation.
§ 330. Usury; pleading by corporation. No corporation shall plead any statute against usury in any court of law or equity in any suit instituted to enforce the…
["CHAPTER 1. General Corporation Law", "Subchapter IV. Directors and Officers", "§ 147. Authorization of agreements and other instruments [For application of this section, see 84 Del. Laws, c. 309, § 6]."]
§ 147. Authorization of agreements and other instruments [For application of this section, see 84 Del. Laws, c. 309, § 6].
§ 147. Authorization of agreements and other instruments [For application of this section, see 84 Del. Laws, c. 309, § 6]. Whenever this chapter expressly…
["CHAPTER 1. General Corporation Law", "Subchapter XIII. Suits Against Corporations, Directors, Officers or Stockholders", "§ 329. Defective organization of corporation as defense."]
§ 329. Defective organization of corporation as defense.
§ 329. Defective organization of corporation as defense. (a) No corporation of this State and no person sued by any such corporation shall be permitted to…
["CHAPTER 1. General Corporation Law", "Subchapter X. Sale of Assets, Dissolution and Winding Up", "§ 276. Dissolution of nonstock corporation; procedure."]
§ 276. Dissolution of nonstock corporation; procedure.
§ 276. Dissolution of nonstock corporation; procedure. (a) Whenever it shall be desired to dissolve any nonstock corporation, the governing body shall perform…
["CHAPTER 1. General Corporation Law", "Subchapter I. Formation", "§ 106. Commencement of corporate existence."]
§ 106. Commencement of corporate existence.
§ 106. Commencement of corporate existence. Upon the filing with the Secretary of State of the certificate of incorporation, executed and acknowledged in…
["CHAPTER 1. General Corporation Law", "Subchapter VII. Meetings, Elections, Voting and Notice", "§ 216. Quorum and required vote for stock corporations."]
§ 216. Quorum and required vote for stock corporations.
§ 216. Quorum and required vote for stock corporations. Subject to this chapter in respect of the vote that shall be required for a specified action, the…
["CHAPTER 1. General Corporation Law", "Subchapter X. Sale of Assets, Dissolution and Winding Up", "§ 282. Liability of stockholders of dissolved corporations."]
§ 282. Liability of stockholders of dissolved corporations.
§ 282. Liability of stockholders of dissolved corporations. (a) A stockholder of a dissolved corporation the assets of which were distributed pursuant to §…
["CHAPTER 1. General Corporation Law", "Subchapter XVI. Foreign Corporations", "§ 376. Service of process upon qualified foreign corporations [Effective until Aug. 1, 2026]."]
§ 376. Service of process upon qualified foreign corporations [Effective until Aug. 1, 2026].
§ 376. Service of process upon qualified foreign corporations [Effective until Aug. 1, 2026]. (a) All process issued out of any court of this State, all orders…
["CHAPTER 1. General Corporation Law", "Subchapter X. Sale of Assets, Dissolution and Winding Up", "§ 284. Revocation or forfeiture of charter; proceedings."]
§ 284. Revocation or forfeiture of charter; proceedings.
§ 284. Revocation or forfeiture of charter; proceedings. (a) Upon motion by the Attorney General, the Court of Chancery shall have jurisdiction to revoke or…
["CHAPTER 1. General Corporation Law", "Subchapter XVI. Foreign Corporations", "§ 372. Additional requirements in case of change of name, change of business purpose or merger or consolidation."]
§ 372. Additional requirements in case of change of name, change of business purpose or merger or consolidation.
§ 372. Additional requirements in case of change of name, change of business purpose or merger or consolidation. (a) Every foreign corporation admitted to do…
["CHAPTER 1. General Corporation Law", "Subchapter IX. Merger, Consolidation or Conversion", "§ 264. Merger or consolidation of domestic corporations and limited liability companies; service of process upon surviving or resulting corporation or limited liability company [Effective until Aug. 1, 2026]."]
§ 264. Merger or consolidation of domestic corporations and limited liability companies; service of process upon surviving or resulting corporation or limited liability company [Effective until Aug. 1, 2026].
§ 264. Merger or consolidation of domestic corporations and limited liability companies; service of process upon surviving or resulting corporation or limited…
["CHAPTER 1. General Corporation Law", "Subchapter III. Registered Office and Registered Agent", "§ 136. Resignation of registered agent not coupled with appointment of successor."]
§ 136. Resignation of registered agent not coupled with appointment of successor.
§ 136. Resignation of registered agent not coupled with appointment of successor. (a) The registered agent of a corporation, including a corporation which has…
["CHAPTER 1. General Corporation Law", "Subchapter XIV. Close Corporations; Special Provisions", "§ 344. Election of existing corporation to become a close corporation."]
§ 344. Election of existing corporation to become a close corporation.
§ 344. Election of existing corporation to become a close corporation. Any corporation organized under this chapter may become a close corporation under this…
["CHAPTER 1. General Corporation Law", "Subchapter XIV. Close Corporations; Special Provisions", "§ 353. Appointment of a provisional director in certain cases."]
§ 353. Appointment of a provisional director in certain cases.
§ 353. Appointment of a provisional director in certain cases. (a) Notwithstanding any contrary provision of the certificate of incorporation or the bylaws or…
["CHAPTER 1. General Corporation Law", "Subchapter III. Registered Office and Registered Agent", "§ 132. Registered agent in State; resident agent."]
§ 132. Registered agent in State; resident agent.
§ 132. Registered agent in State; resident agent. (a) Every corporation shall have and maintain in this State a registered agent, which agent may be any of…
["CHAPTER 1. General Corporation Law", "Subchapter XV. Public Benefit Corporations", "§ 361. Law applicable to public benefit corporations; how formed."]
§ 361. Law applicable to public benefit corporations; how formed.
§ 361. Law applicable to public benefit corporations; how formed. This subchapter applies to all public benefit corporations, as defined in § 362 of this…
["CHAPTER 1. General Corporation Law", "Subchapter X. Sale of Assets, Dissolution and Winding Up", "§ 279. Trustees or receivers for dissolved corporations; appointment; powers; duties."]
§ 279. Trustees or receivers for dissolved corporations; appointment; powers; duties.
§ 279. Trustees or receivers for dissolved corporations; appointment; powers; duties. When any corporation organized under this chapter shall be dissolved in…
["CHAPTER 1. General Corporation Law", "Subchapter V. Stock and Dividends", "§ 168. Judicial proceedings to compel issuance of new certificate or uncertificated shares."]
§ 168. Judicial proceedings to compel issuance of new certificate or uncertificated shares.
§ 168. Judicial proceedings to compel issuance of new certificate or uncertificated shares. (a) If a corporation refuses to issue new uncertificated shares or…
["CHAPTER 1. General Corporation Law", "Subchapter XVIII. Miscellaneous Provisions", "§ 395. Corporations using “trust” in name, advertisements and otherwise; restrictions; violations and penalties; exceptions."]
§ 395. Corporations using “trust” in name, advertisements and otherwise; restrictions; violations and penalties; exceptions.
§ 395. Corporations using “trust” in name, advertisements and otherwise; restrictions; violations and penalties; exceptions. (a) Except as provided below in…
["CHAPTER 1. General Corporation Law", "Subchapter II. Powers", "§ 123. Powers respecting securities of other corporations or entities."]
§ 123. Powers respecting securities of other corporations or entities.
§ 123. Powers respecting securities of other corporations or entities. Any corporation organized under the laws of this State may guarantee, purchase, take…
["CHAPTER 1. General Corporation Law", "Subchapter XIII. Suits Against Corporations, Directors, Officers or Stockholders", "§ 323. Failure of corporation to obey writ of mandamus; quo warranto proceedings for forfeiture of charter."]
§ 323. Failure of corporation to obey writ of mandamus; quo warranto proceedings for forfeiture of charter.
§ 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…
["CHAPTER 1. General Corporation Law", "Subchapter XVI. Foreign Corporations", "§ 382. Service of process on nonqualifying foreign corporations [Effective until Aug. 1, 2026]."]
§ 382. Service of process on nonqualifying foreign corporations [Effective until Aug. 1, 2026].
§ 382. Service of process on nonqualifying foreign corporations [Effective until Aug. 1, 2026]. (a) Any foreign corporation which shall transact business in…
["CHAPTER 1. General Corporation Law", "Subchapter VII. Meetings, Elections, Voting and Notice", "§ 214. Cumulative voting."]
§ 214. Cumulative voting.
§ 214. Cumulative voting. The certificate of incorporation of any corporation may provide that at all elections of directors of the corporation, or at…
["CHAPTER 1. General Corporation Law", "Subchapter VI. Stock Transfers", "§ 202. Restrictions on transfer and ownership of securities."]
§ 202. Restrictions on transfer and ownership of securities.
§ 202. Restrictions on transfer and ownership of securities. (a) A written restriction or restrictions on the transfer or registration of transfer of a…
["CHAPTER 1. General Corporation Law", "Subchapter II. Powers", "§ 122. Specific powers [For application of this section, see 84 Del. Laws, c. 309, § 6]."]
§ 122. Specific powers [For application of this section, see 84 Del. Laws, c. 309, § 6].
§ 122. Specific powers [For application of this section, see 84 Del. Laws, c. 309, § 6]. Every corporation created under this chapter shall have power, whether…
["CHAPTER 1. General Corporation Law", "Subchapter VII. Meetings, Elections, Voting and Notice", "§ 227. Powers of Court in elections of directors."]
§ 227. Powers of Court in elections of directors.
§ 227. Powers of Court in elections of directors. (a) The Court of Chancery, in any proceeding instituted under § 211, § 215 or § 225 of this title may…
["CHAPTER 1. General Corporation Law", "Subchapter I. Formation", "§ 105. Certificate of incorporation and other certificates; evidence."]
§ 105. Certificate of incorporation and other certificates; evidence.
§ 105. Certificate of incorporation and other certificates; evidence. A copy of a certificate of incorporation, or a restated certificate of incorporation, or…
["CHAPTER 1. General Corporation Law", "Subchapter XIII. Suits Against Corporations, Directors, Officers or Stockholders", "§ 326. Action by officer, director or stockholder against corporation for corporate debt paid."]
§ 326. Action by officer, director or stockholder against corporation for corporate debt paid.
§ 326. Action by officer, director or stockholder against corporation for corporate debt paid. When any officer, director or stockholder shall pay any debt of…
["CHAPTER 1. General Corporation Law", "Subchapter IX. Merger, Consolidation or Conversion", "§ 261. Remedies; appointment of stockholder representatives; effect of merger upon pending actions [For application of this section, see 84 Del. Laws, c. 309, § 6]."]
§ 261. Remedies; appointment of stockholder representatives; effect of merger upon pending actions [For application of this section, see 84 Del. Laws, c. 309, § 6].
§ 261. Remedies; appointment of stockholder representatives; effect of merger upon pending actions [For application of this section, see 84 Del. Laws, c. 309…
["CHAPTER 1. General Corporation Law", "Subchapter XV. Public Benefit Corporations", "§ 362. Public benefit corporation defined; contents of certificate of incorporation."]
§ 362. Public benefit corporation defined; contents of certificate of incorporation.
§ 362. Public benefit corporation defined; contents of certificate of incorporation. (a) A “public benefit corporation” is a for-profit corporation organized…
["CHAPTER 1. General Corporation Law", "Subchapter X. Sale of Assets, Dissolution and Winding Up", "§ 283. Jurisdiction."]
§ 283. Jurisdiction.
§ 283. Jurisdiction. The Court of Chancery shall have jurisdiction of any application prescribed in this subchapter and of all questions arising in the…
["CHAPTER 1. General Corporation Law", "Subchapter XVIII. Miscellaneous Provisions", "§ 398. Short title."]
§ 398. Short title.
§ 398. Short title. This chapter shall be known and may be identified and referred to as the “General Corporation Law of the State of Delaware.”
["CHAPTER 1. General Corporation Law", "Subchapter XVII. Domestication and Transfer", "§ 388. Domestication of non-United States entities [For application of section, see 83 Del. Laws, c. 377, § 24]."]
§ 388. Domestication of non-United States entities [For application of section, see 83 Del. Laws, c. 377, § 24].
§ 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)…
["CHAPTER 1. General Corporation Law", "Subchapter VII. Meetings, Elections, Voting and Notice", "§ 213. Fixing date for determination of stockholders of record."]
§ 213. Fixing date for determination of stockholders of record.
§ 213. Fixing date for determination of stockholders of record. (a) In order that the corporation may determine the stockholders entitled to notice of any…
["CHAPTER 1. General Corporation Law", "Subchapter XIV. Close Corporations; Special Provisions", "§ 356. Effect of this subchapter on other laws."]
§ 356. Effect of this subchapter on other laws.
§ 356. Effect of this subchapter on other laws. This subchapter shall not be deemed to repeal any statute or rule of law which is or would be applicable to any…
["CHAPTER 1. General Corporation Law", "Subchapter VII. Meetings, Elections, Voting and Notice", "§ 220. Inspection of books and records [For application of this section, see 85 Del. Laws, c. 6, § 3]."]
§ 220. Inspection of books and records [For application of this section, see 85 Del. Laws, c. 6, § 3].
§ 220. Inspection of books and records [For application of this section, see 85 Del. Laws, c. 6, § 3]. (a) As used in this section: (1) “Books and records”…
["CHAPTER 1. General Corporation Law", "Subchapter XV. Public Benefit Corporations", "§ 365. Duties of directors."]
§ 365. Duties of directors.
§ 365. Duties of directors. (a) The board of directors shall manage or direct the business and affairs of the public benefit corporation in a manner that…
["CHAPTER 1. General Corporation Law", "Subchapter X. Sale of Assets, Dissolution and Winding Up", "§ 274. Dissolution before issuance of shares or beginning of business; procedure."]
§ 274. Dissolution before issuance of shares or beginning of business; procedure.
§ 274. Dissolution before issuance of shares or beginning of business; procedure. If a corporation has not issued shares or has not commenced the business for…
["CHAPTER 1. General Corporation Law", "Subchapter VII. Meetings, Elections, Voting and Notice", "§ 218. Voting trusts and other voting agreements."]
§ 218. Voting trusts and other voting agreements.
§ 218. Voting trusts and other voting agreements. (a) One stockholder or 2 or more stockholders may by agreement in writing deposit capital stock of an…
["CHAPTER 1. General Corporation Law", "Subchapter X. Sale of Assets, Dissolution and Winding Up", "§ 277. Payment of franchise taxes before dissolution, merger, transfer or conversion."]
§ 277. Payment of franchise taxes before dissolution, merger, transfer or conversion.
§ 277. Payment of franchise taxes before dissolution, merger, transfer or conversion. No corporation shall be dissolved, merged, transferred (without…
["CHAPTER 1. General Corporation Law", "Subchapter VII. Meetings, Elections, Voting and Notice", "§ 231. Voting procedures and inspectors of elections."]
§ 231. Voting procedures and inspectors of elections.
§ 231. Voting procedures and inspectors of elections. (a) The corporation shall, in advance of any meeting of stockholders, appoint 1 or more inspectors to act…
["CHAPTER 1. General Corporation Law", "Subchapter XIII. Suits Against Corporations, Directors, Officers or Stockholders", "§ 322. Failure of corporation to obey order of court; appointment of receiver."]
§ 322. Failure of corporation to obey order of court; appointment of receiver.
§ 322. Failure of corporation to obey order of court; appointment of receiver. Whenever any corporation shall refuse, fail or neglect to obey any order or…
["CHAPTER 1. General Corporation Law", "Subchapter VII. Meetings, Elections, Voting and Notice", "§ 217. Voting rights of fiduciaries, pledgors and joint owners of stock."]
§ 217. Voting rights of fiduciaries, pledgors and joint owners of stock.
§ 217. Voting rights of fiduciaries, pledgors and joint owners of stock. (a) Persons holding stock in a fiduciary capacity shall be entitled to vote the shares…
["CHAPTER 1. General Corporation Law", "Subchapter VII. Meetings, Elections, Voting and Notice", "§ 215. Voting rights of members of nonstock corporations; quorum; proxies."]
§ 215. Voting rights of members of nonstock corporations; quorum; proxies.
§ 215. Voting rights of members of nonstock corporations; quorum; proxies. (2) In all matters other than the election of the governing body of such…
["CHAPTER 1. General Corporation Law", "Subchapter VII. Meetings, Elections, Voting and Notice", "§ 211. Meetings of stockholders."]
§ 211. Meetings of stockholders.
§ 211. Meetings of stockholders. (2) If authorized by the board of directors in its sole discretion, and subject to such guidelines and procedures as the board…
["CHAPTER 1. General Corporation Law", "Subchapter IX. Merger, Consolidation or Conversion", "§ 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]."]
§ 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].
§ 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…
["CHAPTER 1. General Corporation Law", "Subchapter XVI. Foreign Corporations", "§ 371. Definition; qualification to do business in State; procedure."]
§ 371. Definition; qualification to do business in State; procedure.
§ 371. Definition; qualification to do business in State; procedure. (2) A statement executed by an authorized officer of each corporation setting forth (i)…
["CHAPTER 1. General Corporation Law", "Subchapter XVII. Domestication and Transfer", "§ 388. Domestication of non-United States entities [For application of section, see 83 Del. Laws, c. 377, § 24]."]
§ 388. Domestication of non-United States entities [For application of section, see 83 Del. Laws, c. 377, § 24].
§ 388. Domestication of non-United States entities [For application of section, see 83 Del. Laws, c. 377, § 24]. (1) The date on which and jurisdiction where…
["CHAPTER 1. General Corporation Law", "Subchapter VII. Meetings, Elections, Voting and Notice", "§ 218. Voting trusts and other voting agreements."]
§ 218. Voting trusts and other voting agreements.
§ 218. Voting trusts and other voting agreements. the voting trustee or trustees may be voted either in person or by proxy, and in voting the stock, the voting…
["CHAPTER 1. General Corporation Law", "Subchapter XVI. Foreign Corporations", "§ 381. Withdrawal of foreign corporation from State; procedure; service of process on Secretary of State [Effective until Aug. 1, 2026]."]
§ 381. Withdrawal of foreign corporation from State; procedure; service of process on Secretary of State [Effective until Aug. 1, 2026].
§ 381. Withdrawal of foreign corporation from State; procedure; service of process on Secretary of State [Effective until Aug. 1, 2026]. (1) of this section…
["CHAPTER 1. General Corporation Law", "Subchapter IX. Merger, Consolidation or Conversion", "§ 253. Merger of parent corporation and subsidiary corporation or corporations."]
§ 253. Merger of parent corporation and subsidiary corporation or corporations.
§ 253. Merger of parent corporation and subsidiary corporation or corporations. (2) 1 or more of such corporations is a corporation of this State, unless the…
["CHAPTER 1. General Corporation Law", "Subchapter VIII. Amendment of Certificate of Incorporation; Changes in Capital and Capital Stock", "§ 245. Restated certificate of incorporation."]
§ 245. Restated certificate of incorporation.
§ 245. Restated certificate of incorporation. as such in its heading. It shall state, either in its heading or in an introductory paragraph, the corporation’s…
["CHAPTER 1. General Corporation Law", "Subchapter XV. Public Benefit Corporations", "§ 362. Public benefit corporation defined; contents of certificate of incorporation."]
§ 362. Public benefit corporation defined; contents of certificate of incorporation.
§ 362. Public benefit corporation defined; contents of certificate of incorporation. (1)(i) of this title. If the name does not contain such language, the…
["CHAPTER 1. General Corporation Law", "Subchapter VII. Meetings, Elections, Voting and Notice", "§ 225. Contested election of directors; proceedings to determine validity."]
§ 225. Contested election of directors; proceedings to determine validity.
§ 225. Contested election of directors; proceedings to determine validity. deems proper under the circumstances. (b) Upon application of any stockholder or…
["CHAPTER 1. General Corporation Law", "Subchapter XII. Renewal, Revival, Extension and Restoration of Certificate of Incorporation or Charter", "§ 311. Revocation of voluntary dissolution; restoration of expired certificate of incorporation."]
§ 311. Revocation of voluntary dissolution; restoration of expired certificate of incorporation.
§ 311. Revocation of voluntary dissolution; restoration of expired certificate of incorporation. (4) At the meeting a vote of the stockholders shall be taken…
["CHAPTER 1. General Corporation Law", "Subchapter X. Sale of Assets, Dissolution and Winding Up", "§ 275. Dissolution generally; procedure [Effective until Aug. 1, 2026]."]
§ 275. Dissolution generally; procedure [Effective until Aug. 1, 2026].
§ 275. Dissolution generally; procedure [Effective until Aug. 1, 2026]. (3) That the dissolution has been authorized by the board of directors and stockholders…
["CHAPTER 1. General Corporation Law", "Subchapter V. Stock and Dividends", "§ 152. Issuance of stock; lawful consideration; fully paid stock."]
§ 152. Issuance of stock; lawful consideration; fully paid stock.
§ 152. Issuance of stock; lawful consideration; fully paid stock. the occurrence of any event, including a determination or action by any person or body…
["CHAPTER 1. General Corporation Law", "Subchapter VII. Meetings, Elections, Voting and Notice", "§ 213. Fixing date for determination of stockholders of record."]
§ 213. Fixing date for determination of stockholders of record.
§ 213. Fixing date for determination of stockholders of record. meeting the same or an earlier date as that fixed for determination of stockholders entitled to…
["CHAPTER 1. General Corporation Law", "Subchapter II. Powers", "§ 122. Specific powers [For application of this section, see 84 Del. Laws, c. 309, § 6]."]
§ 122. Specific powers [For application of this section, see 84 Del. Laws, c. 309, § 6].
§ 122. Specific powers [For application of this section, see 84 Del. Laws, c. 309, § 6]. (8) Conduct its business, carry on its operations and have offices and…
["CHAPTER 1. General Corporation Law", "Subchapter V. Stock and Dividends", "§ 162. Liability of stockholder or subscriber for stock not paid in full."]
§ 162. Liability of stockholder or subscriber for stock not paid in full.
§ 162. Liability of stockholder or subscriber for stock not paid in full. 325. (c) Any person becoming an assignee or transferee of shares or of a subscription…
["CHAPTER 1. General Corporation Law", "Subchapter XIV. Close Corporations; Special Provisions", "§ 353. Appointment of a provisional director in certain cases."]
§ 353. Appointment of a provisional director in certain cases.
§ 353. Appointment of a provisional director in certain cases. (3) if there be more than 1 class of stock then entitled to elect 1 or more directors, by the…
["CHAPTER 1. General Corporation Law", "Subchapter X. Sale of Assets, Dissolution and Winding Up", "§ 273. Dissolution of joint venture corporation having 2 stockholders."]
§ 273. Dissolution of joint venture corporation having 2 stockholders.
§ 273. Dissolution of joint venture corporation having 2 stockholders. (2) Within 1 year from the date of the filing of such petition, a certificate similarly…
["CHAPTER 1. General Corporation Law", "Subchapter XVI. Foreign Corporations", "§ 372. Additional requirements in case of change of name, change of business purpose or merger or consolidation."]
§ 372. Additional requirements in case of change of name, change of business purpose or merger or consolidation.
§ 372. Additional requirements in case of change of name, change of business purpose or merger or consolidation. (5) If the business it proposes to do in this…
["CHAPTER 1. General Corporation Law", "Subchapter IX. Merger, Consolidation or Conversion", "§ 256. Merger or consolidation of domestic and foreign nonstock corporations; service of process upon surviving or resulting corporation [Effective until Aug. 1, 2026]."]
§ 256. Merger or consolidation of domestic and foreign nonstock corporations; service of process upon surviving or resulting corporation [Effective until Aug. 1, 2026].
§ 256. Merger or consolidation of domestic and foreign nonstock corporations; service of process upon surviving or resulting corporation [Effective until Aug…
["CHAPTER 1. General Corporation Law", "Subchapter I. Formation", "§ 110. Emergency bylaws and other powers in emergency [For application of this section, see 82 Del. Laws, c. 256, § 23]."]
§ 110. Emergency bylaws and other powers in emergency [For application of this section, see 82 Del. Laws, c. 256, § 23].
§ 110. Emergency bylaws and other powers in emergency [For application of this section, see 82 Del. Laws, c. 256, § 23]. (2) The director or directors in…
["CHAPTER 1. General Corporation Law", "Subchapter IX. Merger, Consolidation or Conversion", "§ 267. Merger of parent entity and subsidiary corporation or corporations."]
§ 267. Merger of parent entity and subsidiary corporation or corporations.
§ 267. Merger of parent entity and subsidiary corporation or corporations. (2) 1 or more of such corporations is a corporation of this State, unless the laws…
["CHAPTER 1. General Corporation Law", "Subchapter IX. Merger, Consolidation or Conversion", "§ 259. Status, rights, liabilities, of constituent and surviving or resulting corporations following merger or consolidation."]
§ 259. Status, rights, liabilities, of constituent and surviving or resulting corporations following merger or consolidation.
§ 259. Status, rights, liabilities, of constituent and surviving or resulting corporations following merger or consolidation. of any of said constituent…
["CHAPTER 1. General Corporation Law", "Subchapter I. Formation", "§ 103. Execution, acknowledgment, filing, recording and effective date of original certificate of incorporation and other instruments; exceptions."]
§ 103. Execution, acknowledgment, filing, recording and effective date of original certificate of incorporation and other instruments; exceptions.
§ 103. Execution, acknowledgment, filing, recording and effective date of original certificate of incorporation and other instruments; exceptions. (2) All…
["CHAPTER 1. General Corporation Law", "Subchapter VII. Meetings, Elections, Voting and Notice", "§ 231. Voting procedures and inspectors of elections."]
§ 231. Voting procedures and inspectors of elections.
§ 231. Voting procedures and inspectors of elections. (5) Certify their determination of the number of shares represented at the meeting, and their count of…
["CHAPTER 1. General Corporation Law", "Subchapter XVIII. Miscellaneous Provisions", "§ 391. Amounts payable to Secretary of State upon filing certificate or other paper [Effective until Aug. 1, 2026]."]
§ 391. Amounts payable to Secretary of State upon filing certificate or other paper [Effective until Aug. 1, 2026].
§ 391. Amounts payable to Secretary of State upon filing certificate or other paper [Effective until Aug. 1, 2026]. (2) Upon the receipt for filing of a…
["CHAPTER 1. General Corporation Law", "Subchapter IX. Merger, Consolidation or Conversion", "§ 252. Merger or consolidation of domestic and foreign corporations; service of process upon surviving or resulting corporation [Effective until Aug. 1, 2026]."]
§ 252. Merger or consolidation of domestic and foreign corporations; service of process upon surviving or resulting corporation [Effective until Aug. 1, 2026].
§ 252. Merger or consolidation of domestic and foreign corporations; service of process upon surviving or resulting corporation [Effective until Aug. 1, 2026]…
["CHAPTER 1. General Corporation Law", "Subchapter VII. Meetings, Elections, Voting and Notice", "§ 217. Voting rights of fiduciaries, pledgors and joint owners of stock."]
§ 217. Voting rights of fiduciaries, pledgors and joint owners of stock.
§ 217. Voting rights of fiduciaries, pledgors and joint owners of stock. (3) If more than 1 vote, but the vote is evenly split on any particular matter, each…
["CHAPTER 1. General Corporation Law", "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."]
§ 241. Amendment of certificate of incorporation before receipt of payment for stock.
§ 241. Amendment of certificate of incorporation before receipt of payment for stock. references to directors shall be deemed to be references to members of…
["CHAPTER 1. General Corporation Law", "Subchapter X. Sale of Assets, Dissolution and Winding Up", "§ 276. Dissolution of nonstock corporation; procedure."]
§ 276. Dissolution of nonstock corporation; procedure.
§ 276. Dissolution of nonstock corporation; procedure. may surrender all of the corporation rights and franchises by filing in the office of the Secretary of…
["CHAPTER 1. General Corporation Law", "Subchapter XVI. Foreign Corporations", "§ 382. Service of process on nonqualifying foreign corporations [Effective until Aug. 1, 2026]."]
§ 382. Service of process on nonqualifying foreign corporations [Effective until Aug. 1, 2026].
§ 382. Service of process on nonqualifying foreign corporations [Effective until Aug. 1, 2026]. of State under this subsection by means of electronic…
["CHAPTER 1. General Corporation Law", "Subchapter I. Formation", "§ 112. Access to proxy solicitation materials."]
§ 112. Access to proxy solicitation materials.
§ 112. Access to proxy solicitation materials. (5) A provision requiring that the nominating stockholder undertake to indemnify the corporation in respect of…
["CHAPTER 1. General Corporation Law", "Subchapter X. Sale of Assets, Dissolution and Winding Up", "§ 280. Notice to claimants; filing of claims."]
§ 280. Notice to claimants; filing of claims.
§ 280. Notice to claimants; filing of claims. (1)c. of this section; and e. That the corporation or a successor entity may make distributions to other…
["CHAPTER 1. General Corporation Law", "Subchapter IX. Merger, Consolidation or Conversion", "§ 261. Remedies; appointment of stockholder representatives; effect of merger upon pending actions [For application of this section, see 84 Del. Laws, c. 309, § 6]."]
§ 261. Remedies; appointment of stockholder representatives; effect of merger upon pending actions [For application of this section, see 84 Del. Laws, c. 309, § 6].
§ 261. Remedies; appointment of stockholder representatives; effect of merger upon pending actions [For application of this section, see 84 Del. Laws, c. 309…
["CHAPTER 1. General Corporation Law", "Subchapter XIV. Close Corporations; Special Provisions", "§ 348. Involuntary termination of close corporation status; proceeding to prevent loss of status."]
§ 348. Involuntary termination of close corporation status; proceeding to prevent loss of status.
§ 348. Involuntary termination of close corporation status; proceeding to prevent loss of status. (2) The corporation concurrently with the filing of such…
["CHAPTER 1. General Corporation Law", "Subchapter XIV. Close Corporations; Special Provisions", "§ 347. Issuance or transfer of stock of a close corporation in breach of qualifying conditions."]
§ 347. Issuance or transfer of stock of a close corporation in breach of qualifying conditions.
§ 347. Issuance or transfer of stock of a close corporation in breach of qualifying conditions. (1) That such person is a person not eligible to be a holder of…
["CHAPTER 1. General Corporation Law", "Subchapter IV. Directors and Officers", "§ 145. Indemnification of officers, directors, employees and agents; insurance."]
§ 145. Indemnification of officers, directors, employees and agents; insurance.
§ 145. Indemnification of officers, directors, employees and agents; insurance. a party to any threatened, pending or completed action or suit by or in the…
["CHAPTER 1. General Corporation Law", "Subchapter IX. Merger, Consolidation or Conversion", "§ 263. Merger or consolidation of domestic corporations and partnerships; service of process upon surviving or resulting corporation or partnership [Effective until Aug. 1, 2026]."]
§ 263. Merger or consolidation of domestic corporations and partnerships; service of process upon surviving or resulting corporation or partnership [Effective until Aug. 1, 2026].
§ 263. Merger or consolidation of domestic corporations and partnerships; service of process upon surviving or resulting corporation or partnership [Effective…
["CHAPTER 1. General Corporation Law", "Subchapter XVI. Foreign Corporations", "§ 377. Change of registered agent; reinstatement of qualification to do business."]
§ 377. Change of registered agent; reinstatement of qualification to do business.
§ 377. Change of registered agent; reinstatement of qualification to do business. (4) or § 136(b) of this title may be reinstated by filing a certificate of…
["CHAPTER 1. General Corporation Law", "Subchapter XIII. Suits Against Corporations, Directors, Officers or Stockholders", "§ 321. Service of process on corporations [Effective until Aug. 1, 2026]."]
§ 321. Service of process on corporations [Effective until Aug. 1, 2026].
§ 321. Service of process on corporations [Effective until Aug. 1, 2026]. be as effectual for all intents and purposes as if made in any of the ways provided…
["CHAPTER 1. General Corporation Law", "Subchapter I. Formation", "§ 114. Application of chapter to nonstock corporations."]
§ 114. Application of chapter to nonstock corporations.
§ 114. Application of chapter to nonstock corporations. (1) The sections and subchapters listed in subsection (b) of this section; (2) Sections 102(b) (3)…
["CHAPTER 1. General Corporation Law", "Subchapter I. Formation", "§ 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]."]
§ 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].
§ 111. Jurisdiction to interpret, apply, enforce or determine the validity of corporate instruments and provisions of this title. [For application of this…
["CHAPTER 1. General Corporation Law", "Subchapter VII. Meetings, Elections, Voting and Notice", "§ 212. Voting rights of stockholders; proxies; limitations."]
§ 212. Voting rights of stockholders; proxies; limitations.
§ 212. Voting rights of stockholders; proxies; limitations. (2) A stockholder may authorize another person or persons to act for such stockholder as proxy by…
["CHAPTER 1. General Corporation Law", "Subchapter XIII. Suits Against Corporations, Directors, Officers or Stockholders", "§ 324. Attachment of shares of stock or any option, right or interest therein; procedure; sale; title upon sale; proceeds."]
§ 324. Attachment of shares of stock or any option, right or interest therein; procedure; sale; title upon sale; proceeds.
§ 324. Attachment of shares of stock or any option, right or interest therein; procedure; sale; title upon sale; proceeds. publication to be at least 10 days…
["CHAPTER 1. General Corporation Law", "Subchapter I. Formation", "§ 109. Bylaws."]
§ 109. Bylaws.
§ 109. Bylaws. § 115 of this title, or in connection with any other claim that a stockholder, acting in its capacity as a stockholder or in the right of the…
["CHAPTER 1. General Corporation Law", "Subchapter VII. Meetings, Elections, Voting and Notice", "§ 232. Delivery of notice; notice by electronic transmission [For application of this section, see 84 Del. Laws, c. 309, § 6]."]
§ 232. Delivery of notice; notice by electronic transmission [For application of this section, see 84 Del. Laws, c. 309, § 6].
§ 232. Delivery of notice; notice by electronic transmission [For application of this section, see 84 Del. Laws, c. 309, § 6]. (3) If given by electronic mail…
["CHAPTER 1. General Corporation Law", "Subchapter III. Registered Office and Registered Agent", "§ 134. Change of address or name of registered agent."]
§ 134. Change of address or name of registered agent.
§ 134. Change of address or name of registered agent. agent, with or into another person or corporation which succeeds to its assets by operation of law, shall…
["CHAPTER 1. General Corporation Law", "Subchapter VIII. Amendment of Certificate of Incorporation; Changes in Capital and Capital Stock", "§ 242. Amendment of certificate of incorporation after receipt of payment for stock; nonstock corporations [Effective until Aug. 1, 2026]."]
§ 242. Amendment of certificate of incorporation after receipt of payment for stock; nonstock corporations [Effective until Aug. 1, 2026].
§ 242. Amendment of certificate of incorporation after receipt of payment for stock; nonstock corporations [Effective until Aug. 1, 2026]. (3) To increase or…
["CHAPTER 1. General Corporation Law", "Subchapter VI. Stock Transfers", "§ 202. Restrictions on transfer and ownership of securities."]
§ 202. Restrictions on transfer and ownership of securities.
§ 202. Restrictions on transfer and ownership of securities. the transfer or registration of transfer of securities of a corporation or on the amount of such…
["CHAPTER 1. General Corporation Law", "Subchapter V. Stock and Dividends", "§ 160. Corporation’s powers respecting ownership, voting, etc., of its own stock; rights of stock called for redemption."]
§ 160. Corporation’s powers respecting ownership, voting, etc., of its own stock; rights of stock called for redemption.
§ 160. Corporation’s powers respecting ownership, voting, etc., of its own stock; rights of stock called for redemption. (3) a. In the case of a corporation…
["CHAPTER 1. General Corporation Law", "Subchapter XVII. Domestication and Transfer", "§ 389. Temporary transfer of domicile into this State."]
§ 389. Temporary transfer of domicile into this State.
§ 389. Temporary transfer of domicile into this State. (3) The terms “officers” and “directors” include, in addition to such persons, trustees, managers…
["CHAPTER 1. General Corporation Law", "Subchapter V. Stock and Dividends", "§ 157. Rights and options respecting stock."]
§ 157. Rights and options respecting stock.
§ 157. Rights and options respecting stock. such rights or options, and a time period during which the shares issuable upon exercise thereof, may be issued…
["CHAPTER 1. General Corporation Law", "Subchapter XVI. Foreign Corporations", "§ 376. Service of process upon qualified foreign corporations [Effective until Aug. 1, 2026]."]
§ 376. Service of process upon qualified foreign corporations [Effective until Aug. 1, 2026].
§ 376. Service of process upon qualified foreign corporations [Effective until Aug. 1, 2026]. registered office. Such letter shall be sent by a mail or courier…
["CHAPTER 1. General Corporation Law", "Subchapter VII. Meetings, Elections, Voting and Notice", "§ 228. Consent of stockholders or members in lieu of meeting [For application of section, see 81 Del. Laws, c. 86, § 40]."]
§ 228. Consent of stockholders or members in lieu of meeting [For application of section, see 81 Del. Laws, c. 86, § 40].
§ 228. Consent of stockholders or members in lieu of meeting [For application of section, see 81 Del. Laws, c. 86, § 40]. transmission. No consent shall be…
["CHAPTER 1. General Corporation Law", "Subchapter IV. Directors and Officers", "§ 144. Interested directors and officers; controlling stockholder transactions; quorum [For application of this section, see 85 Del. Laws, c. 6, § 3]."]
§ 144. Interested directors and officers; controlling stockholder transactions; quorum [For application of this section, see 85 Del. Laws, c. 6, § 3].
§ 144. Interested directors and officers; controlling stockholder transactions; quorum [For application of this section, see 85 Del. Laws, c. 6, § 3]. (1) The…
["CHAPTER 1. General Corporation Law", "Subchapter IX. Merger, Consolidation or Conversion", "§ 266. Conversion of a domestic corporation to other entities [For application of this section, see 84 Del. Laws, c. 98, § 16] [Effective until Aug. 1, 2026]."]
§ 266. Conversion of a domestic corporation to other entities [For application of this section, see 84 Del. Laws, c. 98, § 16] [Effective until Aug. 1, 2026].
§ 266. Conversion of a domestic corporation to other entities [For application of this section, see 84 Del. Laws, c. 98, § 16] [Effective until Aug. 1, 2026]…
["CHAPTER 1. General Corporation Law", "Subchapter IX. Merger, Consolidation or Conversion", "§ 257. Merger or consolidation of domestic stock and nonstock corporations."]
§ 257. Merger or consolidation of domestic stock and nonstock corporations.
§ 257. Merger or consolidation of domestic stock and nonstock corporations. (4) In the case of a consolidation, that the certificate of incorporation of the…
["CHAPTER 1. General Corporation Law", "Subchapter V. Stock and Dividends", "§ 170. Dividends; payment; wasting asset corporations."]
§ 170. Dividends; payment; wasting asset corporations.
§ 170. Dividends; payment; wasting asset corporations. (2) of this section from which the dividend could lawfully have been paid. (b) Subject to any…
["CHAPTER 1. General Corporation Law", "Subchapter IX. Merger, Consolidation or Conversion", "§ 264. Merger or consolidation of domestic corporations and limited liability companies; service of process upon surviving or resulting corporation or limited liability company [Effective until Aug. 1, 2026]."]
§ 264. Merger or consolidation of domestic corporations and limited liability companies; service of process upon surviving or resulting corporation or limited liability company [Effective until Aug. 1, 2026].
§ 264. Merger or consolidation of domestic corporations and limited liability companies; service of process upon surviving or resulting corporation or limited…
["CHAPTER 1. General Corporation Law", "Subchapter XVIII. Miscellaneous Provisions", "§ 395. Corporations using “trust” in name, advertisements and otherwise; restrictions; violations and penalties; exceptions."]
§ 395. Corporations using “trust” in name, advertisements and otherwise; restrictions; violations and penalties; exceptions.
§ 395. Corporations using “trust” in name, advertisements and otherwise; restrictions; violations and penalties; exceptions. 1956 or the Savings and Loan…
["CHAPTER 1. General Corporation Law", "Subchapter X. Sale of Assets, Dissolution and Winding Up", "§ 281. Payment and distribution to claimants and stockholders."]
§ 281. Payment and distribution to claimants and stockholders.
§ 281. Payment and distribution to claimants and stockholders. (4) of this section shall be conclusive. (b) A dissolved corporation or successor entity which…
["CHAPTER 1. General Corporation Law", "Subchapter VII. Meetings, Elections, Voting and Notice", "§ 219. List of stockholders entitled to vote; penalty for refusal to produce; stock ledger."]
§ 219. List of stockholders entitled to vote; penalty for refusal to produce; stock ledger.
§ 219. List of stockholders entitled to vote; penalty for refusal to produce; stock ledger. corporation to establish that the examination such stockholder…
["CHAPTER 1. General Corporation Law", "Subchapter X. Sale of Assets, Dissolution and Winding Up", "§ 272. Mortgage or pledge of assets."]
§ 272. Mortgage or pledge of assets.
§ 272. Mortgage or pledge of assets. (2) In lieu of the secured party exercising such rights, the board of directors of the corporation authorizes an…
["CHAPTER 1. General Corporation Law", "Subchapter V. Stock and Dividends", "§ 168. Judicial proceedings to compel issuance of new certificate or uncertificated shares."]
§ 168. Judicial proceedings to compel issuance of new certificate or uncertificated shares.
§ 168. Judicial proceedings to compel issuance of new certificate or uncertificated shares. should not be issued in place thereof, it shall make an order…
["CHAPTER 1. General Corporation Law", "Subchapter V. Stock and Dividends", "§ 151. Classes and series of stock; redemption; rights."]
§ 151. Classes and series of stock; redemption; rights.
§ 151. Classes and series of stock; redemption; rights. person or body, including the corporation. The power to increase or decrease or otherwise adjust the…
["CHAPTER 1. General Corporation Law", "Subchapter VI. Stock Transfers", "§ 205. Proceedings regarding validity of defective corporate acts and stock [For application of this section, see 80 Del. Laws, c. 40, § 16]."]
§ 205. Proceedings regarding validity of defective corporate acts and stock [For application of this section, see 80 Del. Laws, c. 40, § 16].
§ 205. Proceedings regarding validity of defective corporate acts and stock [For application of this section, see 80 Del. Laws, c. 40, § 16]. (3) Require…
["CHAPTER 1. General Corporation Law", "Subchapter VIII. Amendment of Certificate of Incorporation; Changes in Capital and Capital Stock", "§ 244. Reduction of capital."]
§ 244. Reduction of capital.
§ 244. Reduction of capital. (4) By transferring to surplus (i) some or all of the capital not represented by any particular class of its capital stock; (ii)…
["CHAPTER 1. General Corporation Law", "Subchapter XVI. Foreign Corporations", "§ 373. Exceptions to requirements."]
§ 373. Exceptions to requirements.
§ 373. Exceptions to requirements. (3) of this section or any of them, are nevertheless wholly interstate in character; (5) If it is an insurance company doing…
["CHAPTER 1. General Corporation Law", "Subchapter I. Formation", "§ 108. Organization meeting of incorporators or directors named in certificate of incorporation."]
§ 108. Organization meeting of incorporators or directors named in certificate of incorporation.
§ 108. Organization meeting of incorporators or directors named in certificate of incorporation. (2) a consent may be documented, signed and delivered in any…
["CHAPTER 1. General Corporation Law", "Subchapter III. Registered Office and Registered Agent", "§ 132. Registered agent in State; resident agent."]
§ 132. Registered agent in State; resident agent.
§ 132. Registered agent in State; resident agent. (1) Every registered agent for a domestic corporation or a foreign corporation shall: a. If an entity…
["CHAPTER 1. General Corporation Law", "Subchapter X. Sale of Assets, Dissolution and Winding Up", "§ 271. Sale, lease or exchange of assets; consideration; procedure."]
§ 271. Sale, lease or exchange of assets; consideration; procedure.
§ 271. Sale, lease or exchange of assets; consideration; procedure. in this subsection, “subsidiary” means any entity wholly-owned and controlled, directly or…
["CHAPTER 1. General Corporation Law", "Subchapter IX. Merger, Consolidation or Conversion", "§ 268. Amendments to certificate of incorporation of the surviving corporation; disclosure schedules [For application of this section, see 84 Del. Laws, c. 309, § 6]."]
§ 268. Amendments to certificate of incorporation of the surviving corporation; disclosure schedules [For application of this section, see 84 Del. Laws, c. 309, § 6].
§ 268. Amendments to certificate of incorporation of the surviving corporation; disclosure schedules [For application of this section, see 84 Del. Laws, c…
["CHAPTER 1. General Corporation Law", "Subchapter XI. Insolvency; Receivers and Trustees", "§ 303. Proceeding under the Federal Bankruptcy Code of the United States; effectuation."]
§ 303. Proceeding under the Federal Bankruptcy Code of the United States; effectuation.
§ 303. Proceeding under the Federal Bankruptcy Code of the United States; effectuation. which case, however, no stockholder shall have any statutory right of…
["CHAPTER 1. General Corporation Law", "Subchapter VII. Meetings, Elections, Voting and Notice", "§ 220. Inspection of books and records [For application of this section, see 85 Del. Laws, c. 6, § 3]."]
§ 220. Inspection of books and records [For application of this section, see 85 Del. Laws, c. 6, § 3].
§ 220. Inspection of books and records [For application of this section, see 85 Del. Laws, c. 6, § 3]. (3) “Stockholder” means a person who is a holder of…
["CHAPTER 1. General Corporation Law", "Subchapter XV. Public Benefit Corporations", "§ 365. Duties of directors."]
§ 365. Duties of directors.
§ 365. Duties of directors. (7) or § 145 of this title, constitute an act or omission not in good faith, or a breach of the duty of loyalty, unless the…
["CHAPTER 1. General Corporation Law", "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."]
§ 141. Board of directors; powers; number, qualifications, terms and quorum; committees; classes of directors; nonstock corporations; reliance upon books; action without meeting; removal.
§ 141. Board of directors; powers; number, qualifications, terms and quorum; committees; classes of directors; nonstock corporations; reliance upon books…
["CHAPTER 1. General Corporation Law", "Subchapter II. Powers", "§ 124. Effect of lack of corporate capacity or power; ultra vires."]
§ 124. Effect of lack of corporate capacity or power; ultra vires.
§ 124. Effect of lack of corporate capacity or power; ultra vires. (2) In a proceeding by the corporation, whether acting directly or through a receiver…
["CHAPTER 1. General Corporation Law", "Subchapter V. Stock and Dividends", "§ 174. Liability of directors for unlawful payment of dividend or unlawful stock purchase or redemption; exoneration from liability; contribution among directors; subrogation."]
§ 174. Liability of directors for unlawful payment of dividend or unlawful stock purchase or redemption; exoneration from liability; contribution among directors; subrogation.
§ 174. Liability of directors for unlawful payment of dividend or unlawful stock purchase or redemption; exoneration from liability; contribution among…
["CHAPTER 1. General Corporation Law", "Subchapter VII. Meetings, Elections, Voting and Notice", "§ 216. Quorum and required vote for stock corporations."]
§ 216. Quorum and required vote for stock corporations.
§ 216. Quorum and required vote for stock corporations. (4) Where a separate vote by a class or series or classes or series is required, a majority of the…
["CHAPTER 1. General Corporation Law", "Subchapter VII. Meetings, Elections, Voting and Notice", "§ 223. Vacancies and newly created directorships."]
§ 223. Vacancies and newly created directorships.
§ 223. Vacancies and newly created directorships. (2) Whenever the holders of any class or classes of stock or series thereof are entitled to elect 1 or more…
["CHAPTER 1. General Corporation Law", "Subchapter I. Formation", "§ 116. Document form, signature and delivery."]
§ 116. Document form, signature and delivery.
§ 116. Document form, signature and delivery. (1) of this title, respectively), an electronic transmission shall be deemed delivered to a person for purposes…
["CHAPTER 1. General Corporation Law", "Subchapter XII. Renewal, Revival, Extension and Restoration of Certificate of Incorporation or Charter", "§ 312. Revival of certificate of incorporation [Effective until Aug. 1, 2026]."]
§ 312. Revival of certificate of incorporation [Effective until Aug. 1, 2026].
§ 312. Revival of certificate of incorporation [Effective until Aug. 1, 2026]. (2) The address (which shall be stated in accordance with § 131(c) of this…
["CHAPTER 1. General Corporation Law", "Subchapter XVII. Domestication and Transfer", "§ 390. Transfer, domestication or continuance of domestic corporations [For application of this section, see 84 Del. Laws, c. 98, § 18]."]
§ 390. Transfer, domestication or continuance of domestic corporations [For application of this section, see 84 Del. Laws, c. 98, § 18].
§ 390. Transfer, domestication or continuance of domestic corporations [For application of this section, see 84 Del. Laws, c. 98, § 18]. (2) “Resulting entity”…
["CHAPTER 1. General Corporation Law", "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]."]
§ 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].
§ 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…
["CHAPTER 1. General Corporation Law", "Subchapter IX. Merger, Consolidation or Conversion", "§ 265. Conversion of other entities to a domestic corporation [For application of this section, see 84 Del. Laws, c. 98, § 17]."]
§ 265. Conversion of other entities to a domestic corporation [For application of this section, see 84 Del. Laws, c. 98, § 17].
§ 265. Conversion of other entities to a domestic corporation [For application of this section, see 84 Del. Laws, c. 98, § 17]. (2) The name and type of entity…
["CHAPTER 1. General Corporation Law", "Subchapter I. Formation", "§ 102. Contents of certificate of incorporation."]
§ 102. Contents of certificate of incorporation.
§ 102. Contents of certificate of incorporation. (1) The name of the corporation, which (i) shall contain 1 of the words “association,” “company,”…
["CHAPTER 1. General Corporation Law", "Subchapter IX. Merger, Consolidation or Conversion", "§ 255. Merger or consolidation of domestic nonstock corporations."]
§ 255. Merger or consolidation of domestic nonstock corporations.
§ 255. Merger or consolidation of domestic nonstock corporations. (5) The manner, if any, of converting the memberships or membership interests of each of the…
["CHAPTER 1. General Corporation Law", "Subchapter IX. Merger, Consolidation or Conversion", "§ 258. Merger or consolidation of domestic and foreign stock and nonstock corporations."]
§ 258. Merger or consolidation of domestic and foreign stock and nonstock corporations.
§ 258. Merger or consolidation of domestic and foreign stock and nonstock corporations. foreign corporation) by the laws of the jurisdiction or jurisdictions…
["CHAPTER 1. General Corporation Law", "Subchapter VI. Stock Transfers", "§ 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]."]
§ 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].
§ 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]. (2)…
["CHAPTER 1. General Corporation Law", "Subchapter V. Stock and Dividends", "§ 154. Determination of amount of capital; capital, surplus and net assets defined."]
§ 154. Determination of amount of capital; capital, surplus and net assets defined.
§ 154. Determination of amount of capital; capital, surplus and net assets defined. (2) within 60 days after the issue of any shares of the capital stock of…
["CHAPTER 1. General Corporation Law", "Subchapter II. Powers", "§ 125. Conferring academic or honorary degrees."]
§ 125. Conferring academic or honorary degrees.
§ 125. Conferring academic or honorary degrees. 14. Notwithstanding the foregoing provisions, any corporation conducting a law school, which has its principal…
["CHAPTER 1. General Corporation Law", "Subchapter III. Registered Office and Registered Agent", "§ 136. Resignation of registered agent not coupled with appointment of successor."]
§ 136. Resignation of registered agent not coupled with appointment of successor.
§ 136. Resignation of registered agent not coupled with appointment of successor. of the certificate of resignation, the Secretary of State shall declare the…
["CHAPTER 1. General Corporation Law", "Subchapter VI. Stock Transfers", "§ 203. Business combinations with interested stockholders."]
§ 203. Business combinations with interested stockholders.
§ 203. Business combinations with interested stockholders. (2) The corporation, by action of its board of directors, adopts an amendment to its bylaws within…
["CHAPTER 1. General Corporation Law", "Subchapter IX. Merger, Consolidation or Conversion", "§ 254. Merger or consolidation of domestic corporations and joint-stock or other associations."]
§ 254. Merger or consolidation of domestic corporations and joint-stock or other associations.
§ 254. Merger or consolidation of domestic corporations and joint-stock or other associations. corporation and joint-stock association shall enter into a…
["CHAPTER 1. General Corporation Law", "Subchapter VII. Meetings, Elections, Voting and Notice", "§ 230. Exception to requirements of notice."]
§ 230. Exception to requirements of notice.
§ 230. Exception to requirements of notice. (2) all, and at least 2, payments (if sent by first-class mail) of dividends or interest on securities during a…
["CHAPTER 1. General Corporation Law", "Subchapter VII. Meetings, Elections, Voting and Notice", "§ 222. Notice of meetings and adjourned meetings."]
§ 222. Notice of meetings and adjourned meetings.
§ 222. Notice of meetings and adjourned meetings. used to enable stockholders and proxy holders to participate in the meeting by means of remote communication…
["CHAPTER 1. General Corporation Law", "Subchapter IV. Directors and Officers", "§ 145. Indemnification of officers, directors, employees and agents; insurance."]
§ 145. Indemnification of officers, directors, employees and agents; insurance.
§ 145. Indemnification of officers, directors, employees and agents; insurance. (1) To the extent that a present or former director or officer of a corporation…
["CHAPTER 1. General Corporation Law", "Subchapter IX. Merger, Consolidation or Conversion", "§ 266. Conversion of a domestic corporation to other entities [For application of this section, see 84 Del. Laws, c. 98, § 16] [Effective until Aug. 1, 2026]."]
§ 266. Conversion of a domestic corporation to other entities [For application of this section, see 84 Del. Laws, c. 98, § 16] [Effective until Aug. 1, 2026].
§ 266. Conversion of a domestic corporation to other entities [For application of this section, see 84 Del. Laws, c. 98, § 16] [Effective until Aug. 1, 2026]…
["CHAPTER 1. General Corporation Law", "Subchapter VI. Stock Transfers", "§ 205. Proceedings regarding validity of defective corporate acts and stock [For application of this section, see 80 Del. Laws, c. 40, § 16]."]
§ 205. Proceedings regarding validity of defective corporate acts and stock [For application of this section, see 80 Del. Laws, c. 40, § 16].
§ 205. Proceedings regarding validity of defective corporate acts and stock [For application of this section, see 80 Del. Laws, c. 40, § 16]. (9) Declare that…
["CHAPTER 1. General Corporation Law", "Subchapter I. Formation", "§ 102. Contents of certificate of incorporation."]
§ 102. Contents of certificate of incorporation.
§ 102. Contents of certificate of incorporation. corporation or domestic or foreign partnership, limited partnership, limited liability company, registered…
["CHAPTER 1. General Corporation Law", "Subchapter II. Powers", "§ 125. Conferring academic or honorary degrees."]
§ 125. Conferring academic or honorary degrees.
§ 125. Conferring academic or honorary degrees. the report with the Secretary of Education and with the Attorney General. Any corporation which complies with…
["CHAPTER 1. General Corporation Law", "Subchapter X. Sale of Assets, Dissolution and Winding Up", "§ 275. Dissolution generally; procedure [Effective until Aug. 1, 2026]."]
§ 275. Dissolution generally; procedure [Effective until Aug. 1, 2026].
§ 275. Dissolution generally; procedure [Effective until Aug. 1, 2026]. (4) The date of filing of the corporation’s original certificate of incorporation with…
["CHAPTER 1. General Corporation Law", "Subchapter X. Sale of Assets, Dissolution and Winding Up", "§ 272. Mortgage or pledge of assets."]
§ 272. Mortgage or pledge of assets.
§ 272. Mortgage or pledge of assets. (2)(i) of this section shall not result in the invalidation of a sale, lease or exchange if the transferee of the property…
["CHAPTER 1. General Corporation Law", "Subchapter IX. Merger, Consolidation or Conversion", "§ 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]."]
§ 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].
§ 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…
["CHAPTER 1. General Corporation Law", "Subchapter XVI. Foreign Corporations", "§ 382. Service of process on nonqualifying foreign corporations [Effective until Aug. 1, 2026]."]
§ 382. Service of process on nonqualifying foreign corporations [Effective until Aug. 1, 2026].
§ 382. Service of process on nonqualifying foreign corporations [Effective until Aug. 1, 2026]. of State that service is being made pursuant to this…
["CHAPTER 1. General Corporation Law", "Subchapter VII. Meetings, Elections, Voting and Notice", "§ 211. Meetings of stockholders."]
§ 211. Meetings of stockholders.
§ 211. Meetings of stockholders. holding an annual meeting only if all of the directorships to which directors could be elected at an annual meeting held at…
["CHAPTER 1. General Corporation Law", "Subchapter XVIII. Miscellaneous Provisions", "§ 391. Amounts payable to Secretary of State upon filing certificate or other paper [Effective until Aug. 1, 2026]."]
§ 391. Amounts payable to Secretary of State upon filing certificate or other paper [Effective until Aug. 1, 2026].
§ 391. Amounts payable to Secretary of State upon filing certificate or other paper [Effective until Aug. 1, 2026]. (4) Upon the receipt for filing of a…
["CHAPTER 1. General Corporation Law", "Subchapter VIII. Amendment of Certificate of Incorporation; Changes in Capital and Capital Stock", "§ 242. Amendment of certificate of incorporation after receipt of payment for stock; nonstock corporations [Effective until Aug. 1, 2026]."]
§ 242. Amendment of certificate of incorporation after receipt of payment for stock; nonstock corporations [Effective until Aug. 1, 2026].
§ 242. Amendment of certificate of incorporation after receipt of payment for stock; nonstock corporations [Effective until Aug. 1, 2026]. (7) To delete: a…
["CHAPTER 1. General Corporation Law", "Subchapter X. Sale of Assets, Dissolution and Winding Up", "§ 280. Notice to claimants; filing of claims."]
§ 280. Notice to claimants; filing of claims.
§ 280. Notice to claimants; filing of claims. (3) A corporation or successor entity may reject, in whole or in part, any claim made by a claimant pursuant to…
["CHAPTER 1. General Corporation Law", "Subchapter V. Stock and Dividends", "§ 151. Classes and series of stock; redemption; rights."]
§ 151. Classes and series of stock; redemption; rights.
§ 151. Classes and series of stock; redemption; rights. (2) Any stock of a corporation which holds (directly or indirectly) a license or franchise from a…
["CHAPTER 1. General Corporation Law", "Subchapter X. Sale of Assets, Dissolution and Winding Up", "§ 281. Payment and distribution to claimants and stockholders."]
§ 281. Payment and distribution to claimants and stockholders.
§ 281. Payment and distribution to claimants and stockholders. (c) Directors of a dissolved corporation or governing persons of a successor entity which has…
["CHAPTER 1. General Corporation Law", "Subchapter VI. Stock Transfers", "§ 202. Restrictions on transfer and ownership of securities."]
§ 202. Restrictions on transfer and ownership of securities.
§ 202. Restrictions on transfer and ownership of securities. (5) Prohibits or restricts the transfer of the restricted securities to, or the ownership of…
["CHAPTER 1. General Corporation Law", "Subchapter II. Powers", "§ 122. Specific powers [For application of this section, see 84 Del. Laws, c. 309, § 6]."]
§ 122. Specific powers [For application of this section, see 84 Del. Laws, c. 309, § 6].
§ 122. Specific powers [For application of this section, see 84 Del. Laws, c. 309, § 6]. (13) Make contracts, including contracts of guaranty and suretyship…
["CHAPTER 1. General Corporation Law", "Subchapter VII. Meetings, Elections, Voting and Notice", "§ 232. Delivery of notice; notice by electronic transmission [For application of this section, see 84 Del. Laws, c. 309, § 6]."]
§ 232. Delivery of notice; notice by electronic transmission [For application of this section, see 84 Del. Laws, c. 309, § 6].
§ 232. Delivery of notice; notice by electronic transmission [For application of this section, see 84 Del. Laws, c. 309, § 6]. (3) If by any other form of…
["CHAPTER 1. General Corporation Law", "Subchapter IX. Merger, Consolidation or Conversion", "§ 257. Merger or consolidation of domestic stock and nonstock corporations."]
§ 257. Merger or consolidation of domestic stock and nonstock corporations.
§ 257. Merger or consolidation of domestic stock and nonstock corporations. (6) Such other details or provisions as are deemed desirable, including, without…
["CHAPTER 1. General Corporation Law", "Subchapter IX. Merger, Consolidation or Conversion", "§ 253. Merger of parent corporation and subsidiary corporation or corporations."]
§ 253. Merger of parent corporation and subsidiary corporation or corporations.
§ 253. Merger of parent corporation and subsidiary corporation or corporations. event, including a determination or action by any person or body, including the…
["CHAPTER 1. General Corporation Law", "Subchapter IX. Merger, Consolidation or Conversion", "§ 254. Merger or consolidation of domestic corporations and joint-stock or other associations."]
§ 254. Merger or consolidation of domestic corporations and joint-stock or other associations.
§ 254. Merger or consolidation of domestic corporations and joint-stock or other associations. (5) The manner, if any, of converting the shares of stock of…
["CHAPTER 1. General Corporation Law", "Subchapter IX. Merger, Consolidation or Conversion", "§ 255. Merger or consolidation of domestic nonstock corporations."]
§ 255. Merger or consolidation of domestic nonstock corporations.
§ 255. Merger or consolidation of domestic nonstock corporations. (6) Such other details or provisions as are deemed desirable, including, without limiting the…
["CHAPTER 1. General Corporation Law", "Subchapter V. Stock and Dividends", "§ 160. Corporation’s powers respecting ownership, voting, etc., of its own stock; rights of stock called for redemption."]
§ 160. Corporation’s powers respecting ownership, voting, etc., of its own stock; rights of stock called for redemption.
§ 160. Corporation’s powers respecting ownership, voting, etc., of its own stock; rights of stock called for redemption. (3) Any other entity, if a majority of…
["CHAPTER 1. General Corporation Law", "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]."]
§ 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].
§ 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…
["CHAPTER 1. General Corporation Law", "Subchapter IX. Merger, Consolidation or Conversion", "§ 264. Merger or consolidation of domestic corporations and limited liability companies; service of process upon surviving or resulting corporation or limited liability company [Effective until Aug. 1, 2026]."]
§ 264. Merger or consolidation of domestic corporations and limited liability companies; service of process upon surviving or resulting corporation or limited liability company [Effective until Aug. 1, 2026].
§ 264. Merger or consolidation of domestic corporations and limited liability companies; service of process upon surviving or resulting corporation or limited…
["CHAPTER 1. General Corporation Law", "Subchapter XIII. Suits Against Corporations, Directors, Officers or Stockholders", "§ 324. Attachment of shares of stock or any option, right or interest therein; procedure; sale; title upon sale; proceeds."]
§ 324. Attachment of shares of stock or any option, right or interest therein; procedure; sale; title upon sale; proceeds.
§ 324. Attachment of shares of stock or any option, right or interest therein; procedure; sale; title upon sale; proceeds. manner provided in § 321 of this…
["CHAPTER 1. General Corporation Law", "Subchapter I. Formation", "§ 110. Emergency bylaws and other powers in emergency [For application of this section, see 82 Del. Laws, c. 256, § 23]."]
§ 110. Emergency bylaws and other powers in emergency [For application of this section, see 82 Del. Laws, c. 256, § 23].
§ 110. Emergency bylaws and other powers in emergency [For application of this section, see 82 Del. Laws, c. 256, § 23]. (3) The officers or other persons…
["CHAPTER 1. General Corporation Law", "Subchapter VII. Meetings, Elections, Voting and Notice", "§ 225. Contested election of directors; proceedings to determine validity."]
§ 225. Contested election of directors; proceedings to determine validity.
§ 225. Contested election of directors; proceedings to determine validity. of the corporation shall be deemed to be service upon the corporation and upon the…
["CHAPTER 1. General Corporation Law", "Subchapter IX. Merger, Consolidation or Conversion", "§ 256. Merger or consolidation of domestic and foreign nonstock corporations; service of process upon surviving or resulting corporation [Effective until Aug. 1, 2026]."]
§ 256. Merger or consolidation of domestic and foreign nonstock corporations; service of process upon surviving or resulting corporation [Effective until Aug. 1, 2026].
§ 256. Merger or consolidation of domestic and foreign nonstock corporations; service of process upon surviving or resulting corporation [Effective until Aug…
["CHAPTER 1. General Corporation Law", "Subchapter VII. Meetings, Elections, Voting and Notice", "§ 215. Voting rights of members of nonstock corporations; quorum; proxies."]
§ 215. Voting rights of members of nonstock corporations; quorum; proxies.
§ 215. Voting rights of members of nonstock corporations; quorum; proxies. (4) Where a separate vote by a class or group or classes or groups is required, a…
["CHAPTER 1. General Corporation Law", "Subchapter XVII. Domestication and Transfer", "§ 390. Transfer, domestication or continuance of domestic corporations [For application of this section, see 84 Del. Laws, c. 98, § 18]."]
§ 390. Transfer, domestication or continuance of domestic corporations [For application of this section, see 84 Del. Laws, c. 98, § 18].
§ 390. Transfer, domestication or continuance of domestic corporations [For application of this section, see 84 Del. Laws, c. 98, § 18]. thereon shall be voted…
["CHAPTER 1. General Corporation Law", "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."]
§ 141. Board of directors; powers; number, qualifications, terms and quorum; committees; classes of directors; nonstock corporations; reliance upon books; action without meeting; removal.
§ 141. Board of directors; powers; number, qualifications, terms and quorum; committees; classes of directors; nonstock corporations; reliance upon books…
["CHAPTER 1. General Corporation Law", "Subchapter III. Registered Office and Registered Agent", "§ 132. Registered agent in State; resident agent."]
§ 132. Registered agent in State; resident agent.
§ 132. Registered agent in State; resident agent. (1) A natural person serving as a commercial registered agent shall: a. Maintain a principal residence or a…
["CHAPTER 1. General Corporation Law", "Subchapter XI. Insolvency; Receivers and Trustees", "§ 303. Proceeding under the Federal Bankruptcy Code of the United States; effectuation."]
§ 303. Proceeding under the Federal Bankruptcy Code of the United States; effectuation.
§ 303. Proceeding under the Federal Bankruptcy Code of the United States; effectuation. the entry of a final decree in the bankruptcy proceeding closing the…
["CHAPTER 1. General Corporation Law", "Subchapter XII. Renewal, Revival, Extension and Restoration of Certificate of Incorporation or Charter", "§ 311. Revocation of voluntary dissolution; restoration of expired certificate of incorporation."]
§ 311. Revocation of voluntary dissolution; restoration of expired certificate of incorporation.
§ 311. Revocation of voluntary dissolution; restoration of expired certificate of incorporation. and entitled to vote upon a dissolution at the time of its…
["CHAPTER 1. General Corporation Law", "Subchapter VII. Meetings, Elections, Voting and Notice", "§ 213. Fixing date for determination of stockholders of record."]
§ 213. Fixing date for determination of stockholders of record.
§ 213. Fixing date for determination of stockholders of record. distribution or allotment of any rights or the stockholders entitled to exercise any rights in…
["CHAPTER 1. General Corporation Law", "Subchapter XVI. Foreign Corporations", "§ 381. Withdrawal of foreign corporation from State; procedure; service of process on Secretary of State [Effective until Aug. 1, 2026]."]
§ 381. Withdrawal of foreign corporation from State; procedure; service of process on Secretary of State [Effective until Aug. 1, 2026].
§ 381. Withdrawal of foreign corporation from State; procedure; service of process on Secretary of State [Effective until Aug. 1, 2026]. Secretary of State…
["CHAPTER 1. General Corporation Law", "Subchapter XIV. Close Corporations; Special Provisions", "§ 353. Appointment of a provisional director in certain cases."]
§ 353. Appointment of a provisional director in certain cases.
§ 353. Appointment of a provisional director in certain cases. corporation. (d) Even though the requirements of subsection (b) of this section relating to the…
["CHAPTER 1. General Corporation Law", "Subchapter IX. Merger, Consolidation or Conversion", "§ 265. Conversion of other entities to a domestic corporation [For application of this section, see 84 Del. Laws, c. 98, § 17]."]
§ 265. Conversion of other entities to a domestic corporation [For application of this section, see 84 Del. Laws, c. 98, § 17].
§ 265. Conversion of other entities to a domestic corporation [For application of this section, see 84 Del. Laws, c. 98, § 17]. (4) If a plan of conversion is…
["CHAPTER 1. General Corporation Law", "Subchapter IX. Merger, Consolidation or Conversion", "§ 267. Merger of parent entity and subsidiary corporation or corporations."]
§ 267. Merger of parent entity and subsidiary corporation or corporations.
§ 267. Merger of parent entity and subsidiary corporation or corporations. all of such shares and (B) such terms and conditions of the merger may not result in…
["CHAPTER 1. General Corporation Law", "Subchapter XII. Renewal, Revival, Extension and Restoration of Certificate of Incorporation or Charter", "§ 312. Revival of certificate of incorporation [Effective until Aug. 1, 2026]."]
§ 312. Revival of certificate of incorporation [Effective until Aug. 1, 2026].
§ 312. Revival of certificate of incorporation [Effective until Aug. 1, 2026]. (5) That the certificate of revival is filed by authority of the board of…
["CHAPTER 1. General Corporation Law", "Subchapter VI. Stock Transfers", "§ 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]."]
§ 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].
§ 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]. the…
["CHAPTER 1. General Corporation Law", "Subchapter XVII. Domestication and Transfer", "§ 388. Domestication of non-United States entities [For application of section, see 83 Del. Laws, c. 377, § 24]."]
§ 388. Domestication of non-United States entities [For application of section, see 83 Del. Laws, c. 377, § 24].
§ 388. Domestication of non-United States entities [For application of section, see 83 Del. Laws, c. 377, § 24]. (6) If a plan of domestication is adopted in…
["CHAPTER 1. General Corporation Law", "Subchapter IV. Directors and Officers", "§ 144. Interested directors and officers; controlling stockholder transactions; quorum [For application of this section, see 85 Del. Laws, c. 6, § 3]."]
§ 144. Interested directors and officers; controlling stockholder transactions; quorum [For application of this section, see 85 Del. Laws, c. 6, § 3].
§ 144. Interested directors and officers; controlling stockholder transactions; quorum [For application of this section, see 85 Del. Laws, c. 6, § 3]. (3) The…
["CHAPTER 1. General Corporation Law", "Subchapter IX. Merger, Consolidation or Conversion", "§ 252. Merger or consolidation of domestic and foreign corporations; service of process upon surviving or resulting corporation [Effective until Aug. 1, 2026]."]
§ 252. Merger or consolidation of domestic and foreign corporations; service of process upon surviving or resulting corporation [Effective until Aug. 1, 2026].
§ 252. Merger or consolidation of domestic and foreign corporations; service of process upon surviving or resulting corporation [Effective until Aug. 1, 2026]…
["CHAPTER 1. General Corporation Law", "Subchapter IX. Merger, Consolidation or Conversion", "§ 258. Merger or consolidation of domestic and foreign stock and nonstock corporations."]
§ 258. Merger or consolidation of domestic and foreign stock and nonstock corporations.
§ 258. Merger or consolidation of domestic and foreign stock and nonstock corporations. such nonstock corporation would thereby be lost or impaired; but a…
["CHAPTER 1. General Corporation Law", "Subchapter VII. Meetings, Elections, Voting and Notice", "§ 223. Vacancies and newly created directorships."]
§ 223. Vacancies and newly created directorships.
§ 223. Vacancies and newly created directorships. to vote for such directors, summarily order an election to be held to fill any such vacancies or newly…
["CHAPTER 1. General Corporation Law", "Subchapter I. Formation", "§ 103. Execution, acknowledgment, filing, recording and effective date of original certificate of incorporation and other instruments; exceptions."]
§ 103. Execution, acknowledgment, filing, recording and effective date of original certificate of incorporation and other instruments; exceptions.
§ 103. Execution, acknowledgment, filing, recording and effective date of original certificate of incorporation and other instruments; exceptions. (2) The…
["CHAPTER 1. General Corporation Law", "Subchapter VII. Meetings, Elections, Voting and Notice", "§ 220. Inspection of books and records [For application of this section, see 85 Del. Laws, c. 6, § 3]."]
§ 220. Inspection of books and records [For application of this section, see 85 Del. Laws, c. 6, § 3].
§ 220. Inspection of books and records [For application of this section, see 85 Del. Laws, c. 6, § 3]. (2) of this section, any stockholder, in person or by…
["CHAPTER 1. General Corporation Law", "Subchapter VII. Meetings, Elections, Voting and Notice", "§ 231. Voting procedures and inspectors of elections."]
§ 231. Voting procedures and inspectors of elections.
§ 231. Voting procedures and inspectors of elections. (5) of this section shall specify the precise information considered by them including the person or…
["CHAPTER 1. General Corporation Law", "Subchapter IX. Merger, Consolidation or Conversion", "§ 261. Remedies; appointment of stockholder representatives; effect of merger upon pending actions [For application of this section, see 84 Del. Laws, c. 309, § 6]."]
§ 261. Remedies; appointment of stockholder representatives; effect of merger upon pending actions [For application of this section, see 84 Del. Laws, c. 309, § 6].
§ 261. Remedies; appointment of stockholder representatives; effect of merger upon pending actions [For application of this section, see 84 Del. Laws, c. 309…
["CHAPTER 1. General Corporation Law", "Subchapter XVII. Domestication and Transfer", "§ 389. Temporary transfer of domicile into this State."]
§ 389. Temporary transfer of domicile into this State.
§ 389. Temporary transfer of domicile into this State. (3) A list indicating the person or persons who, in the event of a transfer pursuant to this section…
["CHAPTER 1. General Corporation Law", "Subchapter IX. Merger, Consolidation or Conversion", "§ 263. Merger or consolidation of domestic corporations and partnerships; service of process upon surviving or resulting corporation or partnership [Effective until Aug. 1, 2026]."]
§ 263. Merger or consolidation of domestic corporations and partnerships; service of process upon surviving or resulting corporation or partnership [Effective until Aug. 1, 2026].
§ 263. Merger or consolidation of domestic corporations and partnerships; service of process upon surviving or resulting corporation or partnership [Effective…
["CHAPTER 1. General Corporation Law", "Subchapter VIII. Amendment of Certificate of Incorporation; Changes in Capital and Capital Stock", "§ 245. Restated certificate of incorporation."]
§ 245. Restated certificate of incorporation.
§ 245. Restated certificate of incorporation. (1)(A) of this title) the provisions of the corporation’s certificate of incorporation as theretofore amended or…
["CHAPTER 1. General Corporation Law", "Subchapter XVI. Foreign Corporations", "§ 371. Definition; qualification to do business in State; procedure."]
§ 371. Definition; qualification to do business in State; procedure.
§ 371. Definition; qualification to do business in State; procedure. State from the names that are reserved on such records and from the names on such records…
["CHAPTER 1. General Corporation Law", "Subchapter I. Formation", "§ 116. Document form, signature and delivery."]
§ 116. Document form, signature and delivery.
§ 116. Document form, signature and delivery. (1) A document filed with or submitted to the Secretary of State, the Register in Chancery, or a court or other…
["CHAPTER 1. General Corporation Law", "Subchapter XVIII. Miscellaneous Provisions", "§ 395. Corporations using “trust” in name, advertisements and otherwise; restrictions; violations and penalties; exceptions."]
§ 395. Corporations using “trust” in name, advertisements and otherwise; restrictions; violations and penalties; exceptions.
§ 395. Corporations using “trust” in name, advertisements and otherwise; restrictions; violations and penalties; exceptions. (2) Is not likely to mislead the…
["CHAPTER 1. General Corporation Law", "Subchapter VI. Stock Transfers", "§ 203. Business combinations with interested stockholders."]
§ 203. Business combinations with interested stockholders.
§ 203. Business combinations with interested stockholders. (4) of this section, and (ii) has not elected by a provision in its original certificate of…
["CHAPTER 1. General Corporation Law", "Subchapter XIII. Suits Against Corporations, Directors, Officers or Stockholders", "§ 321. Service of process on corporations [Effective until Aug. 1, 2026]."]
§ 321. Service of process on corporations [Effective until Aug. 1, 2026].
§ 321. Service of process on corporations [Effective until Aug. 1, 2026]. therein. The Secretary of State shall maintain an alphabetical record of any such…
["CHAPTER 1. General Corporation Law", "Subchapter VII. Meetings, Elections, Voting and Notice", "§ 228. Consent of stockholders or members in lieu of meeting [For application of section, see 81 Del. Laws, c. 86, § 40]."]
§ 228. Consent of stockholders or members in lieu of meeting [For application of section, see 81 Del. Laws, c. 86, § 40].
§ 228. Consent of stockholders or members in lieu of meeting [For application of section, see 81 Del. Laws, c. 86, § 40]. (1) A consent permitted by this…
["CHAPTER 1. General Corporation Law", "Subchapter VII. Meetings, Elections, Voting and Notice", "§ 212. Voting rights of stockholders; proxies; limitations."]
§ 212. Voting rights of stockholders; proxies; limitations.
§ 212. Voting rights of stockholders; proxies; limitations. (3) The authorization of a person to act as a proxy may be documented, signed and delivered in…
["CHAPTER 1. General Corporation Law", "Subchapter IX. Merger, Consolidation or Conversion", "§ 265. Conversion of other entities to a domestic corporation [For application of this section, see 84 Del. Laws, c. 98, § 17]."]
§ 265. Conversion of other entities to a domestic corporation [For application of this section, see 84 Del. Laws, c. 98, § 17].
§ 265. Conversion of other entities to a domestic corporation [For application of this section, see 84 Del. Laws, c. 98, § 17]. for all purposes of the laws of…
["CHAPTER 1. General Corporation Law", "Subchapter VII. Meetings, Elections, Voting and Notice", "§ 228. Consent of stockholders or members in lieu of meeting [For application of section, see 81 Del. Laws, c. 86, § 40]."]
§ 228. Consent of stockholders or members in lieu of meeting [For application of section, see 81 Del. Laws, c. 86, § 40].
§ 228. Consent of stockholders or members in lieu of meeting [For application of section, see 81 Del. Laws, c. 86, § 40]. (2) Any copy, facsimile or other…
["CHAPTER 1. General Corporation Law", "Subchapter VII. Meetings, Elections, Voting and Notice", "§ 232. Delivery of notice; notice by electronic transmission [For application of this section, see 84 Del. Laws, c. 309, § 6]."]
§ 232. Delivery of notice; notice by electronic transmission [For application of this section, see 84 Del. Laws, c. 309, § 6].
§ 232. Delivery of notice; notice by electronic transmission [For application of this section, see 84 Del. Laws, c. 309, § 6]. (2) Such inability becomes known…
["CHAPTER 1. General Corporation Law", "Subchapter IX. Merger, Consolidation or Conversion", "§ 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]."]
§ 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].
§ 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…
["CHAPTER 1. General Corporation Law", "Subchapter XIII. Suits Against Corporations, Directors, Officers or Stockholders", "§ 324. Attachment of shares of stock or any option, right or interest therein; procedure; sale; title upon sale; proceeds."]
§ 324. Attachment of shares of stock or any option, right or interest therein; procedure; sale; title upon sale; proceeds.
§ 324. Attachment of shares of stock or any option, right or interest therein; procedure; sale; title upon sale; proceeds. sale of personal property in cases…
["CHAPTER 1. General Corporation Law", "Subchapter XII. Renewal, Revival, Extension and Restoration of Certificate of Incorporation or Charter", "§ 311. Revocation of voluntary dissolution; restoration of expired certificate of incorporation."]
§ 311. Revocation of voluntary dissolution; restoration of expired certificate of incorporation.
§ 311. Revocation of voluntary dissolution; restoration of expired certificate of incorporation. which § 211(c) of this title refers. An election of directors…
["CHAPTER 1. General Corporation Law", "Subchapter IX. Merger, Consolidation or Conversion", "§ 255. Merger or consolidation of domestic nonstock corporations."]
§ 255. Merger or consolidation of domestic nonstock corporations.
§ 255. Merger or consolidation of domestic nonstock corporations. on the merger under the certificate of incorporation or the bylaws of such corporation, at…
["CHAPTER 1. General Corporation Law", "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."]
§ 141. Board of directors; powers; number, qualifications, terms and quorum; committees; classes of directors; nonstock corporations; reliance upon books; action without meeting; removal.
§ 141. Board of directors; powers; number, qualifications, terms and quorum; committees; classes of directors; nonstock corporations; reliance upon books…
["CHAPTER 1. General Corporation Law", "Subchapter IX. Merger, Consolidation or Conversion", "§ 264. Merger or consolidation of domestic corporations and limited liability companies; service of process upon surviving or resulting corporation or limited liability company [Effective until Aug. 1, 2026]."]
§ 264. Merger or consolidation of domestic corporations and limited liability companies; service of process upon surviving or resulting corporation or limited liability company [Effective until Aug. 1, 2026].
§ 264. Merger or consolidation of domestic corporations and limited liability companies; service of process upon surviving or resulting corporation or limited…
["CHAPTER 1. General Corporation Law", "Subchapter XVII. Domestication and Transfer", "§ 389. Temporary transfer of domicile into this State."]
§ 389. Temporary transfer of domicile into this State.
§ 389. Temporary transfer of domicile into this State. (5) of this section are not in English, a translation thereof, under oath of the translator, shall be…
["CHAPTER 1. General Corporation Law", "Subchapter IX. Merger, Consolidation or Conversion", "§ 261. Remedies; appointment of stockholder representatives; effect of merger upon pending actions [For application of this section, see 84 Del. Laws, c. 309, § 6]."]
§ 261. Remedies; appointment of stockholder representatives; effect of merger upon pending actions [For application of this section, see 84 Del. Laws, c. 309, § 6].
§ 261. Remedies; appointment of stockholder representatives; effect of merger upon pending actions [For application of this section, see 84 Del. Laws, c. 309…
["CHAPTER 1. General Corporation Law", "Subchapter IX. Merger, Consolidation or Conversion", "§ 254. Merger or consolidation of domestic corporations and joint-stock or other associations."]
§ 254. Merger or consolidation of domestic corporations and joint-stock or other associations.
§ 254. Merger or consolidation of domestic corporations and joint-stock or other associations. interests of the nonstock corporation or shares, memberships or…
["CHAPTER 1. General Corporation Law", "Subchapter I. Formation", "§ 103. Execution, acknowledgment, filing, recording and effective date of original certificate of incorporation and other instruments; exceptions."]
§ 103. Execution, acknowledgment, filing, recording and effective date of original certificate of incorporation and other instruments; exceptions.
§ 103. Execution, acknowledgment, filing, recording and effective date of original certificate of incorporation and other instruments; exceptions. (4) of this…
["CHAPTER 1. General Corporation Law", "Subchapter IX. Merger, Consolidation or Conversion", "§ 266. Conversion of a domestic corporation to other entities [For application of this section, see 84 Del. Laws, c. 98, § 16] [Effective until Aug. 1, 2026]."]
§ 266. Conversion of a domestic corporation to other entities [For application of this section, see 84 Del. Laws, c. 98, § 16] [Effective until Aug. 1, 2026].
§ 266. Conversion of a domestic corporation to other entities [For application of this section, see 84 Del. Laws, c. 98, § 16] [Effective until Aug. 1, 2026]…
["CHAPTER 1. General Corporation Law", "Subchapter IX. Merger, Consolidation or Conversion", "§ 256. Merger or consolidation of domestic and foreign nonstock corporations; service of process upon surviving or resulting corporation [Effective until Aug. 1, 2026]."]
§ 256. Merger or consolidation of domestic and foreign nonstock corporations; service of process upon surviving or resulting corporation [Effective until Aug. 1, 2026].
§ 256. Merger or consolidation of domestic and foreign nonstock corporations; service of process upon surviving or resulting corporation [Effective until Aug…
["CHAPTER 1. General Corporation Law", "Subchapter I. Formation", "§ 110. Emergency bylaws and other powers in emergency [For application of this section, see 82 Del. Laws, c. 256, § 23]."]
§ 110. Emergency bylaws and other powers in emergency [For application of this section, see 82 Del. Laws, c. 256, § 23].
§ 110. Emergency bylaws and other powers in emergency [For application of this section, see 82 Del. Laws, c. 256, § 23]. by such means as may be feasible at…
["CHAPTER 1. General Corporation Law", "Subchapter XVIII. Miscellaneous Provisions", "§ 391. Amounts payable to Secretary of State upon filing certificate or other paper [Effective until Aug. 1, 2026]."]
§ 391. Amounts payable to Secretary of State upon filing certificate or other paper [Effective until Aug. 1, 2026].
§ 391. Amounts payable to Secretary of State upon filing certificate or other paper [Effective until Aug. 1, 2026]. (6) Upon the receipt for filing of a…
["CHAPTER 1. General Corporation Law", "Subchapter IV. Directors and Officers", "§ 145. Indemnification of officers, directors, employees and agents; insurance."]
§ 145. Indemnification of officers, directors, employees and agents; insurance.
§ 145. Indemnification of officers, directors, employees and agents; insurance. (2) The corporation may indemnify any other person who is not a present or…
["CHAPTER 1. General Corporation Law", "Subchapter VII. Meetings, Elections, Voting and Notice", "§ 215. Voting rights of members of nonstock corporations; quorum; proxies."]
§ 215. Voting rights of members of nonstock corporations; quorum; proxies.
§ 215. Voting rights of members of nonstock corporations; quorum; proxies. or be submitted with information from which it can be determined that the electronic…
["CHAPTER 1. General Corporation Law", "Subchapter VIII. Amendment of Certificate of Incorporation; Changes in Capital and Capital Stock", "§ 242. Amendment of certificate of incorporation after receipt of payment for stock; nonstock corporations [Effective until Aug. 1, 2026]."]
§ 242. Amendment of certificate of incorporation after receipt of payment for stock; nonstock corporations [Effective until Aug. 1, 2026].
§ 242. Amendment of certificate of incorporation after receipt of payment for stock; nonstock corporations [Effective until Aug. 1, 2026]. (1) If the…
["CHAPTER 1. General Corporation Law", "Subchapter VII. Meetings, Elections, Voting and Notice", "§ 211. Meetings of stockholders."]
§ 211. Meetings of stockholders.
§ 211. Meetings of stockholders. notwithstanding any provision of the certificate of incorporation or bylaws to the contrary. The Court of Chancery may issue…
["CHAPTER 1. General Corporation Law", "Subchapter VII. Meetings, Elections, Voting and Notice", "§ 220. Inspection of books and records [For application of this section, see 85 Del. Laws, c. 6, § 3]."]
§ 220. Inspection of books and records [For application of this section, see 85 Del. Laws, c. 6, § 3].
§ 220. Inspection of books and records [For application of this section, see 85 Del. Laws, c. 6, § 3]. (3) The corporation may impose reasonable restrictions…
["CHAPTER 1. General Corporation Law", "Subchapter V. Stock and Dividends", "§ 151. Classes and series of stock; redemption; rights."]
§ 151. Classes and series of stock; redemption; rights.
§ 151. Classes and series of stock; redemption; rights. been paid or declared and set apart for payment, a dividend on the remaining class or classes or series…
["CHAPTER 1. General Corporation Law", "Subchapter II. Powers", "§ 122. Specific powers [For application of this section, see 84 Del. Laws, c. 309, § 6]."]
§ 122. Specific powers [For application of this section, see 84 Del. Laws, c. 309, § 6].
§ 122. Specific powers [For application of this section, see 84 Del. Laws, c. 309, § 6]. (15) Pay pensions and establish and carry out pension, profit sharing…
["CHAPTER 1. General Corporation Law", "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]."]
§ 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].
§ 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…
["CHAPTER 1. General Corporation Law", "Subchapter IX. Merger, Consolidation or Conversion", "§ 267. Merger of parent entity and subsidiary corporation or corporations."]
§ 267. Merger of parent entity and subsidiary corporation or corporations.
§ 267. Merger of parent entity and subsidiary corporation or corporations. (2) the terms and conditions of the merger shall obligate the surviving constituent…
["CHAPTER 1. General Corporation Law", "Subchapter XVII. Domestication and Transfer", "§ 388. Domestication of non-United States entities [For application of section, see 83 Del. Laws, c. 377, § 24]."]
§ 388. Domestication of non-United States entities [For application of section, see 83 Del. Laws, c. 377, § 24].
§ 388. Domestication of non-United States entities [For application of section, see 83 Del. Laws, c. 377, § 24]. had been incorporated as a corporation of this…
["CHAPTER 1. General Corporation Law", "Subchapter VI. Stock Transfers", "§ 205. Proceedings regarding validity of defective corporate acts and stock [For application of this section, see 80 Del. Laws, c. 40, § 16]."]
§ 205. Proceedings regarding validity of defective corporate acts and stock [For application of this section, see 80 Del. Laws, c. 40, § 16].
§ 205. Proceedings regarding validity of defective corporate acts and stock [For application of this section, see 80 Del. Laws, c. 40, § 16]. (3) Whether any…
["CHAPTER 1. General Corporation Law", "Subchapter IX. Merger, Consolidation or Conversion", "§ 252. Merger or consolidation of domestic and foreign corporations; service of process upon surviving or resulting corporation [Effective until Aug. 1, 2026]."]
§ 252. Merger or consolidation of domestic and foreign corporations; service of process upon surviving or resulting corporation [Effective until Aug. 1, 2026].
§ 252. Merger or consolidation of domestic and foreign corporations; service of process upon surviving or resulting corporation [Effective until Aug. 1, 2026]…
["CHAPTER 1. General Corporation Law", "Subchapter I. Formation", "§ 102. Contents of certificate of incorporation."]
§ 102. Contents of certificate of incorporation.
§ 102. Contents of certificate of incorporation. word “bank,” or any variation thereof, in a context clearly not purporting to refer to a banking business or…
["CHAPTER 1. General Corporation Law", "Subchapter VI. Stock Transfers", "§ 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]."]
§ 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].
§ 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]. (2)…
["CHAPTER 1. General Corporation Law", "Subchapter XVII. Domestication and Transfer", "§ 390. Transfer, domestication or continuance of domestic corporations [For application of this section, see 84 Del. Laws, c. 98, § 18]."]
§ 390. Transfer, domestication or continuance of domestic corporations [For application of this section, see 84 Del. Laws, c. 98, § 18].
§ 390. Transfer, domestication or continuance of domestic corporations [For application of this section, see 84 Del. Laws, c. 98, § 18]. (5) In the case of a…
["CHAPTER 1. General Corporation Law", "Subchapter XII. Renewal, Revival, Extension and Restoration of Certificate of Incorporation or Charter", "§ 312. Revival of certificate of incorporation [Effective until Aug. 1, 2026]."]
§ 312. Revival of certificate of incorporation [Effective until Aug. 1, 2026].
§ 312. Revival of certificate of incorporation [Effective until Aug. 1, 2026]. done or performed in its name and on its behalf by its directors or members of…
["CHAPTER 1. General Corporation Law", "Subchapter X. Sale of Assets, Dissolution and Winding Up", "§ 280. Notice to claimants; filing of claims."]
§ 280. Notice to claimants; filing of claims.
§ 280. Notice to claimants; filing of claims. (3) of this section does not commence an action, suit or proceeding with respect to the claim no later than 120…
["CHAPTER 1. General Corporation Law", "Subchapter IX. Merger, Consolidation or Conversion", "§ 257. Merger or consolidation of domestic stock and nonstock corporations."]
§ 257. Merger or consolidation of domestic stock and nonstock corporations.
§ 257. Merger or consolidation of domestic stock and nonstock corporations. respect to the merger of stock corporations of this State. Insofar as they may be…
["CHAPTER 1. General Corporation Law", "Subchapter III. Registered Office and Registered Agent", "§ 132. Registered agent in State; resident agent."]
§ 132. Registered agent in State; resident agent.
§ 132. Registered agent in State; resident agent. (2) A domestic or foreign corporation, a domestic or foreign partnership (whether general (including a…
["CHAPTER 1. General Corporation Law", "Subchapter IV. Directors and Officers", "§ 144. Interested directors and officers; controlling stockholder transactions; quorum [For application of this section, see 85 Del. Laws, c. 6, § 3]."]
§ 144. Interested directors and officers; controlling stockholder transactions; quorum [For application of this section, see 85 Del. Laws, c. 6, § 3].
§ 144. Interested directors and officers; controlling stockholder transactions; quorum [For application of this section, see 85 Del. Laws, c. 6, § 3]. (2) Such…
["CHAPTER 1. General Corporation Law", "Subchapter IX. Merger, Consolidation or Conversion", "§ 263. Merger or consolidation of domestic corporations and partnerships; service of process upon surviving or resulting corporation or partnership [Effective until Aug. 1, 2026]."]
§ 263. Merger or consolidation of domestic corporations and partnerships; service of process upon surviving or resulting corporation or partnership [Effective until Aug. 1, 2026].
§ 263. Merger or consolidation of domestic corporations and partnerships; service of process upon surviving or resulting corporation or partnership [Effective…
["CHAPTER 1. General Corporation Law", "Subchapter VI. Stock Transfers", "§ 203. Business combinations with interested stockholders."]
§ 203. Business combinations with interested stockholders.
§ 203. Business combinations with interested stockholders. (4) The corporation does not have a class of voting stock that is: (i) Listed on a national…
["CHAPTER 1. General Corporation Law", "Subchapter IX. Merger, Consolidation or Conversion", "§ 253. Merger of parent corporation and subsidiary corporation or corporations."]
§ 253. Merger of parent corporation and subsidiary corporation or corporations.
§ 253. Merger of parent corporation and subsidiary corporation or corporations. (2) The terms and conditions of the merger shall obligate the surviving…
["CHAPTER 1. General Corporation Law", "Subchapter VII. Meetings, Elections, Voting and Notice", "§ 228. Consent of stockholders or members in lieu of meeting [For application of section, see 81 Del. Laws, c. 86, § 40]."]
§ 228. Consent of stockholders or members in lieu of meeting [For application of section, see 81 Del. Laws, c. 86, § 40].
§ 228. Consent of stockholders or members in lieu of meeting [For application of section, see 81 Del. Laws, c. 86, § 40]. (1) of this section, such consent…
["CHAPTER 1. General Corporation Law", "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."]
§ 141. Board of directors; powers; number, qualifications, terms and quorum; committees; classes of directors; nonstock corporations; reliance upon books; action without meeting; removal.
§ 141. Board of directors; powers; number, qualifications, terms and quorum; committees; classes of directors; nonstock corporations; reliance upon books…
["CHAPTER 1. General Corporation Law", "Subchapter IX. Merger, Consolidation or Conversion", "§ 252. Merger or consolidation of domestic and foreign corporations; service of process upon surviving or resulting corporation [Effective until Aug. 1, 2026]."]
§ 252. Merger or consolidation of domestic and foreign corporations; service of process upon surviving or resulting corporation [Effective until Aug. 1, 2026].
§ 252. Merger or consolidation of domestic and foreign corporations; service of process upon surviving or resulting corporation [Effective until Aug. 1, 2026]…
["CHAPTER 1. General Corporation Law", "Subchapter I. Formation", "§ 103. Execution, acknowledgment, filing, recording and effective date of original certificate of incorporation and other instruments; exceptions."]
§ 103. Execution, acknowledgment, filing, recording and effective date of original certificate of incorporation and other instruments; exceptions.
§ 103. Execution, acknowledgment, filing, recording and effective date of original certificate of incorporation and other instruments; exceptions. (5) The…
["CHAPTER 1. General Corporation Law", "Subchapter IV. Directors and Officers", "§ 145. Indemnification of officers, directors, employees and agents; insurance."]
§ 145. Indemnification of officers, directors, employees and agents; insurance.
§ 145. Indemnification of officers, directors, employees and agents; insurance. (4) By the stockholders. (e) Expenses (including attorneys’ fees) incurred by…
["CHAPTER 1. General Corporation Law", "Subchapter IX. Merger, Consolidation or Conversion", "§ 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]."]
§ 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].
§ 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…
["CHAPTER 1. General Corporation Law", "Subchapter XVII. Domestication and Transfer", "§ 389. Temporary transfer of domicile into this State."]
§ 389. Temporary transfer of domicile into this State.
§ 389. Temporary transfer of domicile into this State. (1) of this title, the Secretary of State shall notify the non-United States entity that such documents…
["CHAPTER 1. General Corporation Law", "Subchapter VI. Stock Transfers", "§ 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]."]
§ 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].
§ 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]. (1)…
["CHAPTER 1. General Corporation Law", "Subchapter VII. Meetings, Elections, Voting and Notice", "§ 220. Inspection of books and records [For application of this section, see 85 Del. Laws, c. 6, § 3]."]
§ 220. Inspection of books and records [For application of this section, see 85 Del. Laws, c. 6, § 3].
§ 220. Inspection of books and records [For application of this section, see 85 Del. Laws, c. 6, § 3]. (5) In every instance where the stockholder is other…
["CHAPTER 1. General Corporation Law", "Subchapter VI. Stock Transfers", "§ 205. Proceedings regarding validity of defective corporate acts and stock [For application of this section, see 80 Del. Laws, c. 40, § 16]."]
§ 205. Proceedings regarding validity of defective corporate acts and stock [For application of this section, see 80 Del. Laws, c. 40, § 16].
§ 205. Proceedings regarding validity of defective corporate acts and stock [For application of this section, see 80 Del. Laws, c. 40, § 16]. (2) That the…
["CHAPTER 1. General Corporation Law", "Subchapter VI. Stock Transfers", "§ 203. Business combinations with interested stockholders."]
§ 203. Business combinations with interested stockholders.
§ 203. Business combinations with interested stockholders. (7) of this section; and (iii) is approved or not opposed by a majority of the members of the board…
["CHAPTER 1. General Corporation Law", "Subchapter XII. Renewal, Revival, Extension and Restoration of Certificate of Incorporation or Charter", "§ 312. Revival of certificate of incorporation [Effective until Aug. 1, 2026]."]
§ 312. Revival of certificate of incorporation [Effective until Aug. 1, 2026].
§ 312. Revival of certificate of incorporation [Effective until Aug. 1, 2026]. of incorporation has been forfeited or void for more than 5 years shall, in lieu…
["CHAPTER 1. General Corporation Law", "Subchapter XVII. Domestication and Transfer", "§ 390. Transfer, domestication or continuance of domestic corporations [For application of this section, see 84 Del. Laws, c. 98, § 18]."]
§ 390. Transfer, domestication or continuance of domestic corporations [For application of this section, see 84 Del. Laws, c. 98, § 18].
§ 390. Transfer, domestication or continuance of domestic corporations [For application of this section, see 84 Del. Laws, c. 98, § 18]. shall be mailed to the…
["CHAPTER 1. General Corporation Law", "Subchapter IX. Merger, Consolidation or Conversion", "§ 256. Merger or consolidation of domestic and foreign nonstock corporations; service of process upon surviving or resulting corporation [Effective until Aug. 1, 2026]."]
§ 256. Merger or consolidation of domestic and foreign nonstock corporations; service of process upon surviving or resulting corporation [Effective until Aug. 1, 2026].
§ 256. Merger or consolidation of domestic and foreign nonstock corporations; service of process upon surviving or resulting corporation [Effective until Aug…
["CHAPTER 1. General Corporation Law", "Subchapter VIII. Amendment of Certificate of Incorporation; Changes in Capital and Capital Stock", "§ 242. Amendment of certificate of incorporation after receipt of payment for stock; nonstock corporations [Effective until Aug. 1, 2026]."]
§ 242. Amendment of certificate of incorporation after receipt of payment for stock; nonstock corporations [Effective until Aug. 1, 2026].
§ 242. Amendment of certificate of incorporation after receipt of payment for stock; nonstock corporations [Effective until Aug. 1, 2026]. (2) The holders of…
["CHAPTER 1. General Corporation Law", "Subchapter IX. Merger, Consolidation or Conversion", "§ 265. Conversion of other entities to a domestic corporation [For application of this section, see 84 Del. Laws, c. 98, § 17]."]
§ 265. Conversion of other entities to a domestic corporation [For application of this section, see 84 Del. Laws, c. 98, § 17].
§ 265. Conversion of other entities to a domestic corporation [For application of this section, see 84 Del. Laws, c. 98, § 17]. Delaware or as required under…
["CHAPTER 1. General Corporation Law", "Subchapter IX. Merger, Consolidation or Conversion", "§ 263. Merger or consolidation of domestic corporations and partnerships; service of process upon surviving or resulting corporation or partnership [Effective until Aug. 1, 2026]."]
§ 263. Merger or consolidation of domestic corporations and partnerships; service of process upon surviving or resulting corporation or partnership [Effective until Aug. 1, 2026].
§ 263. Merger or consolidation of domestic corporations and partnerships; service of process upon surviving or resulting corporation or partnership [Effective…
["CHAPTER 1. General Corporation Law", "Subchapter IX. Merger, Consolidation or Conversion", "§ 267. Merger of parent entity and subsidiary corporation or corporations."]
§ 267. Merger of parent entity and subsidiary corporation or corporations.
§ 267. Merger of parent entity and subsidiary corporation or corporations. (2) “Entity” means a partnership (whether general (including a limited liability…
["CHAPTER 1. General Corporation Law", "Subchapter III. Registered Office and Registered Agent", "§ 132. Registered agent in State; resident agent."]
§ 132. Registered agent in State; resident agent.
§ 132. Registered agent in State; resident agent. (2)a. of this section, a commercial registered agent shall also include any registered agent which has an…
["CHAPTER 1. General Corporation Law", "Subchapter I. Formation", "§ 102. Contents of certificate of incorporation."]
§ 102. Contents of certificate of incorporation.
§ 102. Contents of certificate of incorporation. (4) If the corporation is to be authorized to issue only 1 class of stock, the total number of shares of stock…
["CHAPTER 1. General Corporation Law", "Subchapter IX. Merger, Consolidation or Conversion", "§ 255. Merger or consolidation of domestic nonstock corporations."]
§ 255. Merger or consolidation of domestic nonstock corporations.
§ 255. Merger or consolidation of domestic nonstock corporations. constituent corporations, there shall be no members who have the right to vote for the…
["CHAPTER 1. General Corporation Law", "Subchapter X. Sale of Assets, Dissolution and Winding Up", "§ 280. Notice to claimants; filing of claims."]
§ 280. Notice to claimants; filing of claims.
§ 280. Notice to claimants; filing of claims. (2) The corporation or successor entity shall offer any claimant on a contract whose claim is contingent…
["CHAPTER 1. General Corporation Law", "Subchapter IX. Merger, Consolidation or Conversion", "§ 266. Conversion of a domestic corporation to other entities [For application of this section, see 84 Del. Laws, c. 98, § 16] [Effective until Aug. 1, 2026]."]
§ 266. Conversion of a domestic corporation to other entities [For application of this section, see 84 Del. Laws, c. 98, § 16] [Effective until Aug. 1, 2026].
§ 266. Conversion of a domestic corporation to other entities [For application of this section, see 84 Del. Laws, c. 98, § 16] [Effective until Aug. 1, 2026]…
["CHAPTER 1. General Corporation Law", "Subchapter XVIII. Miscellaneous Provisions", "§ 391. Amounts payable to Secretary of State upon filing certificate or other paper [Effective until Aug. 1, 2026]."]
§ 391. Amounts payable to Secretary of State upon filing certificate or other paper [Effective until Aug. 1, 2026].
§ 391. Amounts payable to Secretary of State upon filing certificate or other paper [Effective until Aug. 1, 2026]. (9) For recording and indexing articles of…
["CHAPTER 1. General Corporation Law", "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]."]
§ 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].
§ 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…
["CHAPTER 1. General Corporation Law", "Subchapter IX. Merger, Consolidation or Conversion", "§ 253. Merger of parent corporation and subsidiary corporation or corporations."]
§ 253. Merger of parent corporation and subsidiary corporation or corporations.
§ 253. Merger of parent corporation and subsidiary corporation or corporations. Delaware corporation party to the merger shall have appraisal rights as set…
["CHAPTER 1. General Corporation Law", "Subchapter IX. Merger, Consolidation or Conversion", "§ 264. Merger or consolidation of domestic corporations and limited liability companies; service of process upon surviving or resulting corporation or limited liability company [Effective until Aug. 1, 2026]."]
§ 264. Merger or consolidation of domestic corporations and limited liability companies; service of process upon surviving or resulting corporation or limited liability company [Effective until Aug. 1, 2026].
§ 264. Merger or consolidation of domestic corporations and limited liability companies; service of process upon surviving or resulting corporation or limited…
["CHAPTER 1. General Corporation Law", "Subchapter V. Stock and Dividends", "§ 151. Classes and series of stock; redemption; rights."]
§ 151. Classes and series of stock; redemption; rights.
§ 151. Classes and series of stock; redemption; rights. full or summarized on the face or back of the certificate which the corporation shall issue to…
["CHAPTER 1. General Corporation Law", "Subchapter XVII. Domestication and Transfer", "§ 388. Domestication of non-United States entities [For application of section, see 83 Del. Laws, c. 377, § 24]."]
§ 388. Domestication of non-United States entities [For application of section, see 83 Del. Laws, c. 377, § 24].
§ 388. Domestication of non-United States entities [For application of section, see 83 Del. Laws, c. 377, § 24]. such non-United States entity has been…
["CHAPTER 1. General Corporation Law", "Subchapter I. Formation", "§ 110. Emergency bylaws and other powers in emergency [For application of this section, see 82 Del. Laws, c. 256, § 23]."]
§ 110. Emergency bylaws and other powers in emergency [For application of this section, see 82 Del. Laws, c. 256, § 23].
§ 110. Emergency bylaws and other powers in emergency [For application of this section, see 82 Del. Laws, c. 256, § 23]. (2) with respect to a corporation…
["CHAPTER 1. General Corporation Law", "Subchapter IV. Directors and Officers", "§ 144. Interested directors and officers; controlling stockholder transactions; quorum [For application of this section, see 85 Del. Laws, c. 6, § 3]."]
§ 144. Interested directors and officers; controlling stockholder transactions; quorum [For application of this section, see 85 Del. Laws, c. 6, § 3].
§ 144. Interested directors and officers; controlling stockholder transactions; quorum [For application of this section, see 85 Del. Laws, c. 6, § 3]. (2) Any…
["CHAPTER 1. General Corporation Law", "Subchapter IX. Merger, Consolidation or Conversion", "§ 254. Merger or consolidation of domestic corporations and joint-stock or other associations."]
§ 254. Merger or consolidation of domestic corporations and joint-stock or other associations.
§ 254. Merger or consolidation of domestic corporations and joint-stock or other associations. (7) Such other provisions or facts as shall be required to be…
["CHAPTER 1. General Corporation Law", "Subchapter XII. Renewal, Revival, Extension and Restoration of Certificate of Incorporation or Charter", "§ 311. Revocation of voluntary dissolution; restoration of expired certificate of incorporation."]
§ 311. Revocation of voluntary dissolution; restoration of expired certificate of incorporation.
§ 311. Revocation of voluntary dissolution; restoration of expired certificate of incorporation. a nonstock corporation pursuant to § 276 of this title or such…
["CHAPTER 1. General Corporation Law", "Subchapter II. Powers", "§ 122. Specific powers [For application of this section, see 84 Del. Laws, c. 309, § 6]."]
§ 122. Specific powers [For application of this section, see 84 Del. Laws, c. 309, § 6].
§ 122. Specific powers [For application of this section, see 84 Del. Laws, c. 309, § 6]. (18) Notwithstanding § 141(a) of this title, make contracts with 1 or…
["CHAPTER 1. General Corporation Law", "Subchapter XVII. Domestication and Transfer", "§ 390. Transfer, domestication or continuance of domestic corporations [For application of this section, see 84 Del. Laws, c. 98, § 18]."]
§ 390. Transfer, domestication or continuance of domestic corporations [For application of this section, see 84 Del. Laws, c. 98, § 18].
§ 390. Transfer, domestication or continuance of domestic corporations [For application of this section, see 84 Del. Laws, c. 98, § 18]. (7) If a plan of…
["CHAPTER 1. General Corporation Law", "Subchapter IV. Directors and Officers", "§ 144. Interested directors and officers; controlling stockholder transactions; quorum [For application of this section, see 85 Del. Laws, c. 6, § 3]."]
§ 144. Interested directors and officers; controlling stockholder transactions; quorum [For application of this section, see 85 Del. Laws, c. 6, § 3].
§ 144. Interested directors and officers; controlling stockholder transactions; quorum [For application of this section, see 85 Del. Laws, c. 6, § 3]. (2) of…
["CHAPTER 1. General Corporation Law", "Subchapter VIII. Amendment of Certificate of Incorporation; Changes in Capital and Capital Stock", "§ 242. Amendment of certificate of incorporation after receipt of payment for stock; nonstock corporations [Effective until Aug. 1, 2026]."]
§ 242. Amendment of certificate of incorporation after receipt of payment for stock; nonstock corporations [Effective until Aug. 1, 2026].
§ 242. Amendment of certificate of incorporation after receipt of payment for stock; nonstock corporations [Effective until Aug. 1, 2026]. class or classes of…
["CHAPTER 1. General Corporation Law", "Subchapter IX. Merger, Consolidation or Conversion", "§ 255. Merger or consolidation of domestic nonstock corporations."]
§ 255. Merger or consolidation of domestic nonstock corporations.
§ 255. Merger or consolidation of domestic nonstock corporations. the surviving corporation.
["CHAPTER 1. General Corporation Law", "Subchapter IX. Merger, Consolidation or Conversion", "§ 263. Merger or consolidation of domestic corporations and partnerships; service of process upon surviving or resulting corporation or partnership [Effective until Aug. 1, 2026]."]
§ 263. Merger or consolidation of domestic corporations and partnerships; service of process upon surviving or resulting corporation or partnership [Effective until Aug. 1, 2026].
§ 263. Merger or consolidation of domestic corporations and partnerships; service of process upon surviving or resulting corporation or partnership [Effective…
["CHAPTER 1. General Corporation Law", "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]."]
§ 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].
§ 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…
["CHAPTER 1. General Corporation Law", "Subchapter VII. Meetings, Elections, Voting and Notice", "§ 220. Inspection of books and records [For application of this section, see 85 Del. Laws, c. 6, § 3]."]
§ 220. Inspection of books and records [For application of this section, see 85 Del. Laws, c. 6, § 3].
§ 220. Inspection of books and records [For application of this section, see 85 Del. Laws, c. 6, § 3]. (7) The demand under oath shall be directed to the…
["CHAPTER 1. General Corporation Law", "Subchapter IX. Merger, Consolidation or Conversion", "§ 252. Merger or consolidation of domestic and foreign corporations; service of process upon surviving or resulting corporation [Effective until Aug. 1, 2026]."]
§ 252. Merger or consolidation of domestic and foreign corporations; service of process upon surviving or resulting corporation [Effective until Aug. 1, 2026].
§ 252. Merger or consolidation of domestic and foreign corporations; service of process upon surviving or resulting corporation [Effective until Aug. 1, 2026]…
["CHAPTER 1. General Corporation Law", "Subchapter I. Formation", "§ 102. Contents of certificate of incorporation."]
§ 102. Contents of certificate of incorporation.
§ 102. Contents of certificate of incorporation. of incorporation. The conditions of membership, or other criteria for identifying members, of nonstock…
["CHAPTER 1. General Corporation Law", "Subchapter VI. Stock Transfers", "§ 203. Business combinations with interested stockholders."]
§ 203. Business combinations with interested stockholders.
§ 203. Business combinations with interested stockholders. (7) The business combination is with an interested stockholder who became an interested stockholder…
["CHAPTER 1. General Corporation Law", "Subchapter IV. Directors and Officers", "§ 145. Indemnification of officers, directors, employees and agents; insurance."]
§ 145. Indemnification of officers, directors, employees and agents; insurance.
§ 145. Indemnification of officers, directors, employees and agents; insurance. the civil, criminal, administrative or investigative action, suit or proceeding…
["CHAPTER 1. General Corporation Law", "Subchapter XVII. Domestication and Transfer", "§ 389. Temporary transfer of domicile into this State."]
§ 389. Temporary transfer of domicile into this State.
§ 389. Temporary transfer of domicile into this State. to file the required certificate on or before March 1 in each year, all certificates and filings made…
["CHAPTER 1. General Corporation Law", "Subchapter IX. Merger, Consolidation or Conversion", "§ 264. Merger or consolidation of domestic corporations and limited liability companies; service of process upon surviving or resulting corporation or limited liability company [Effective until Aug. 1, 2026]."]
§ 264. Merger or consolidation of domestic corporations and limited liability companies; service of process upon surviving or resulting corporation or limited liability company [Effective until Aug. 1, 2026].
§ 264. Merger or consolidation of domestic corporations and limited liability companies; service of process upon surviving or resulting corporation or limited…
["CHAPTER 1. General Corporation Law", "Subchapter XII. Renewal, Revival, Extension and Restoration of Certificate of Incorporation or Charter", "§ 311. Revocation of voluntary dissolution; restoration of expired certificate of incorporation."]
§ 311. Revocation of voluntary dissolution; restoration of expired certificate of incorporation.
§ 311. Revocation of voluntary dissolution; restoration of expired certificate of incorporation. (4) of this section. Notwithstanding the foregoing, only…
["CHAPTER 1. General Corporation Law", "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."]
§ 141. Board of directors; powers; number, qualifications, terms and quorum; committees; classes of directors; nonstock corporations; reliance upon books; action without meeting; removal.
§ 141. Board of directors; powers; number, qualifications, terms and quorum; committees; classes of directors; nonstock corporations; reliance upon books…
["CHAPTER 1. General Corporation Law", "Subchapter III. Registered Office and Registered Agent", "§ 132. Registered agent in State; resident agent."]
§ 132. Registered agent in State; resident agent.
§ 132. Registered agent in State; resident agent. (f) Upon application of the Secretary, the Court of Chancery may enjoin any person or entity from serving as…
["CHAPTER 1. General Corporation Law", "Subchapter II. Powers", "§ 122. Specific powers [For application of this section, see 84 Del. Laws, c. 309, § 6]."]
§ 122. Specific powers [For application of this section, see 84 Del. Laws, c. 309, § 6].
§ 122. Specific powers [For application of this section, see 84 Del. Laws, c. 309, § 6]. action shall not be deemed contrary to the laws of this State or the…
["CHAPTER 1. General Corporation Law", "Subchapter XVII. Domestication and Transfer", "§ 388. Domestication of non-United States entities [For application of section, see 83 Del. Laws, c. 377, § 24]."]
§ 388. Domestication of non-United States entities [For application of section, see 83 Del. Laws, c. 377, § 24].
§ 388. Domestication of non-United States entities [For application of section, see 83 Del. Laws, c. 377, § 24]. to the corporation to which such non-United…
["CHAPTER 1. General Corporation Law", "Subchapter I. Formation", "§ 103. Execution, acknowledgment, filing, recording and effective date of original certificate of incorporation and other instruments; exceptions."]
§ 103. Execution, acknowledgment, filing, recording and effective date of original certificate of incorporation and other instruments; exceptions.
§ 103. Execution, acknowledgment, filing, recording and effective date of original certificate of incorporation and other instruments; exceptions. (7) The…
["CHAPTER 1. General Corporation Law", "Subchapter XII. Renewal, Revival, Extension and Restoration of Certificate of Incorporation or Charter", "§ 312. Revival of certificate of incorporation [Effective until Aug. 1, 2026]."]
§ 312. Revival of certificate of incorporation [Effective until Aug. 1, 2026].
§ 312. Revival of certificate of incorporation [Effective until Aug. 1, 2026]. members of the governing body then in office, even though less than a quorum, or…
["CHAPTER 1. General Corporation Law", "Subchapter IX. Merger, Consolidation or Conversion", "§ 256. Merger or consolidation of domestic and foreign nonstock corporations; service of process upon surviving or resulting corporation [Effective until Aug. 1, 2026]."]
§ 256. Merger or consolidation of domestic and foreign nonstock corporations; service of process upon surviving or resulting corporation [Effective until Aug. 1, 2026].
§ 256. Merger or consolidation of domestic and foreign nonstock corporations; service of process upon surviving or resulting corporation [Effective until Aug…
["CHAPTER 1. General Corporation Law", "Subchapter IX. Merger, Consolidation or Conversion", "§ 254. Merger or consolidation of domestic corporations and joint-stock or other associations."]
§ 254. Merger or consolidation of domestic corporations and joint-stock or other associations.
§ 254. Merger or consolidation of domestic corporations and joint-stock or other associations. 103 of this title, which states: (1) The name, jurisdiction of…
["CHAPTER 1. General Corporation Law", "Subchapter I. Formation", "§ 110. Emergency bylaws and other powers in emergency [For application of this section, see 82 Del. Laws, c. 256, § 23]."]
§ 110. Emergency bylaws and other powers in emergency [For application of this section, see 82 Del. Laws, c. 256, § 23].
§ 110. Emergency bylaws and other powers in emergency [For application of this section, see 82 Del. Laws, c. 256, § 23]. and such rules and regulations. No…
["CHAPTER 1. General Corporation Law", "Subchapter IX. Merger, Consolidation or Conversion", "§ 265. Conversion of other entities to a domestic corporation [For application of this section, see 84 Del. Laws, c. 98, § 17]."]
§ 265. Conversion of other entities to a domestic corporation [For application of this section, see 84 Del. Laws, c. 98, § 17].
§ 265. Conversion of other entities to a domestic corporation [For application of this section, see 84 Del. Laws, c. 98, § 17]. cancelled. (k) In connection…
["CHAPTER 1. General Corporation Law", "Subchapter IX. Merger, Consolidation or Conversion", "§ 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]."]
§ 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].
§ 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…
["CHAPTER 1. General Corporation Law", "Subchapter X. Sale of Assets, Dissolution and Winding Up", "§ 280. Notice to claimants; filing of claims."]
§ 280. Notice to claimants; filing of claims.
§ 280. Notice to claimants; filing of claims. (2) A corporation or successor entity which has given notice in accordance with subsections (a) and (b) of this…
["CHAPTER 1. General Corporation Law", "Subchapter VI. Stock Transfers", "§ 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]."]
§ 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].
§ 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]. (1)…
["CHAPTER 1. General Corporation Law", "Subchapter XVIII. Miscellaneous Provisions", "§ 391. Amounts payable to Secretary of State upon filing certificate or other paper [Effective until Aug. 1, 2026]."]
§ 391. Amounts payable to Secretary of State upon filing certificate or other paper [Effective until Aug. 1, 2026].
§ 391. Amounts payable to Secretary of State upon filing certificate or other paper [Effective until Aug. 1, 2026]. (13) For filing in the office of the…
["CHAPTER 1. General Corporation Law", "Subchapter V. Stock and Dividends", "§ 151. Classes and series of stock; redemption; rights."]
§ 151. Classes and series of stock; redemption; rights.
§ 151. Classes and series of stock; redemption; rights. any class of which the powers, designations, preferences and relative, participating, optional or other…
["CHAPTER 1. General Corporation Law", "Subchapter IX. Merger, Consolidation or Conversion", "§ 266. Conversion of a domestic corporation to other entities [For application of this section, see 84 Del. Laws, c. 98, § 16] [Effective until Aug. 1, 2026]."]
§ 266. Conversion of a domestic corporation to other entities [For application of this section, see 84 Del. Laws, c. 98, § 16] [Effective until Aug. 1, 2026].
§ 266. Conversion of a domestic corporation to other entities [For application of this section, see 84 Del. Laws, c. 98, § 16] [Effective until Aug. 1, 2026]…
["CHAPTER 1. General Corporation Law", "Subchapter I. Formation", "§ 103. Execution, acknowledgment, filing, recording and effective date of original certificate of incorporation and other instruments; exceptions."]
§ 103. Execution, acknowledgment, filing, recording and effective date of original certificate of incorporation and other instruments; exceptions.
§ 103. Execution, acknowledgment, filing, recording and effective date of original certificate of incorporation and other instruments; exceptions. (8) The…
["CHAPTER 1. General Corporation Law", "Subchapter XVIII. Miscellaneous Provisions", "§ 391. Amounts payable to Secretary of State upon filing certificate or other paper [Effective until Aug. 1, 2026]."]
§ 391. Amounts payable to Secretary of State upon filing certificate or other paper [Effective until Aug. 1, 2026].
§ 391. Amounts payable to Secretary of State upon filing certificate or other paper [Effective until Aug. 1, 2026]. (19) For receiving and filing and/or…
["CHAPTER 1. General Corporation Law", "Subchapter IX. Merger, Consolidation or Conversion", "§ 264. Merger or consolidation of domestic corporations and limited liability companies; service of process upon surviving or resulting corporation or limited liability company [Effective until Aug. 1, 2026]."]
§ 264. Merger or consolidation of domestic corporations and limited liability companies; service of process upon surviving or resulting corporation or limited liability company [Effective until Aug. 1, 2026].
§ 264. Merger or consolidation of domestic corporations and limited liability companies; service of process upon surviving or resulting corporation or limited…
["CHAPTER 1. General Corporation Law", "Subchapter IX. Merger, Consolidation or Conversion", "§ 256. Merger or consolidation of domestic and foreign nonstock corporations; service of process upon surviving or resulting corporation [Effective until Aug. 1, 2026]."]
§ 256. Merger or consolidation of domestic and foreign nonstock corporations; service of process upon surviving or resulting corporation [Effective until Aug. 1, 2026].
§ 256. Merger or consolidation of domestic and foreign nonstock corporations; service of process upon surviving or resulting corporation [Effective until Aug…
["CHAPTER 1. General Corporation Law", "Subchapter IX. Merger, Consolidation or Conversion", "§ 265. Conversion of other entities to a domestic corporation [For application of this section, see 84 Del. Laws, c. 98, § 17]."]
§ 265. Conversion of other entities to a domestic corporation [For application of this section, see 84 Del. Laws, c. 98, § 17].
§ 265. Conversion of other entities to a domestic corporation [For application of this section, see 84 Del. Laws, c. 98, § 17]. event, including a…
["CHAPTER 1. General Corporation Law", "Subchapter VI. Stock Transfers", "§ 203. Business combinations with interested stockholders."]
§ 203. Business combinations with interested stockholders.
§ 203. Business combinations with interested stockholders. (2) “Associate,” when used to indicate a relationship with any person, means: (i) Any corporation…
["CHAPTER 1. General Corporation Law", "Subchapter XVII. Domestication and Transfer", "§ 389. Temporary transfer of domicile into this State."]
§ 389. Temporary transfer of domicile into this State.
§ 389. Temporary transfer of domicile into this State. (4) of this section remain true and correct; provided, that if emergency conditions have affected…
["CHAPTER 1. General Corporation Law", "Subchapter IV. Directors and Officers", "§ 145. Indemnification of officers, directors, employees and agents; insurance."]
§ 145. Indemnification of officers, directors, employees and agents; insurance.
§ 145. Indemnification of officers, directors, employees and agents; insurance. (1) Exclude from coverage thereunder, and provide that the insurer shall not…
["CHAPTER 1. General Corporation Law", "Subchapter XII. Renewal, Revival, Extension and Restoration of Certificate of Incorporation or Charter", "§ 312. Revival of certificate of incorporation [Effective until Aug. 1, 2026]."]
§ 312. Revival of certificate of incorporation [Effective until Aug. 1, 2026].
§ 312. Revival of certificate of incorporation [Effective until Aug. 1, 2026]. shall be deemed an annual meeting of stockholders for purposes of § 211(c) of…
["CHAPTER 1. General Corporation Law", "Subchapter IX. Merger, Consolidation or Conversion", "§ 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]."]
§ 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].
§ 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…
["CHAPTER 1. General Corporation Law", "Subchapter IX. Merger, Consolidation or Conversion", "§ 252. Merger or consolidation of domestic and foreign corporations; service of process upon surviving or resulting corporation [Effective until Aug. 1, 2026]."]
§ 252. Merger or consolidation of domestic and foreign corporations; service of process upon surviving or resulting corporation [Effective until Aug. 1, 2026].
§ 252. Merger or consolidation of domestic and foreign corporations; service of process upon surviving or resulting corporation [Effective until Aug. 1, 2026]…
["CHAPTER 1. General Corporation Law", "Subchapter III. Registered Office and Registered Agent", "§ 132. Registered agent in State; resident agent."]
§ 132. Registered agent in State; resident agent.
§ 132. Registered agent in State; resident agent. (3) With respect to any order the court enters pursuant to this section with respect to an entity that has…
["CHAPTER 1. General Corporation Law", "Subchapter I. Formation", "§ 102. Contents of certificate of incorporation."]
§ 102. Contents of certificate of incorporation.
§ 102. Contents of certificate of incorporation. the governing body pursuant to the certificate of incorporation or bylaws of such corporation or otherwise…
["CHAPTER 1. General Corporation Law", "Subchapter XVII. Domestication and Transfer", "§ 390. Transfer, domestication or continuance of domestic corporations [For application of this section, see 84 Del. Laws, c. 98, § 18]."]
§ 390. Transfer, domestication or continuance of domestic corporations [For application of this section, see 84 Del. Laws, c. 98, § 18].
§ 390. Transfer, domestication or continuance of domestic corporations [For application of this section, see 84 Del. Laws, c. 98, § 18]. with this section…
["CHAPTER 1. General Corporation Law", "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."]
§ 141. Board of directors; powers; number, qualifications, terms and quorum; committees; classes of directors; nonstock corporations; reliance upon books; action without meeting; removal.
§ 141. Board of directors; powers; number, qualifications, terms and quorum; committees; classes of directors; nonstock corporations; reliance upon books…
["CHAPTER 1. General Corporation Law", "Subchapter IX. Merger, Consolidation or Conversion", "§ 263. Merger or consolidation of domestic corporations and partnerships; service of process upon surviving or resulting corporation or partnership [Effective until Aug. 1, 2026]."]
§ 263. Merger or consolidation of domestic corporations and partnerships; service of process upon surviving or resulting corporation or partnership [Effective until Aug. 1, 2026].
§ 263. Merger or consolidation of domestic corporations and partnerships; service of process upon surviving or resulting corporation or partnership [Effective…
["CHAPTER 1. General Corporation Law", "Subchapter VIII. Amendment of Certificate of Incorporation; Changes in Capital and Capital Stock", "§ 242. Amendment of certificate of incorporation after receipt of payment for stock; nonstock corporations [Effective until Aug. 1, 2026]."]
§ 242. Amendment of certificate of incorporation after receipt of payment for stock; nonstock corporations [Effective until Aug. 1, 2026].
§ 242. Amendment of certificate of incorporation after receipt of payment for stock; nonstock corporations [Effective until Aug. 1, 2026]. (4) Whenever the…
["CHAPTER 1. General Corporation Law", "Subchapter IV. Directors and Officers", "§ 144. Interested directors and officers; controlling stockholder transactions; quorum [For application of this section, see 85 Del. Laws, c. 6, § 3]."]
§ 144. Interested directors and officers; controlling stockholder transactions; quorum [For application of this section, see 85 Del. Laws, c. 6, § 3].
§ 144. Interested directors and officers; controlling stockholder transactions; quorum [For application of this section, see 85 Del. Laws, c. 6, § 3]. (6)…
["CHAPTER 1. General Corporation Law", "Subchapter VII. Meetings, Elections, Voting and Notice", "§ 220. Inspection of books and records [For application of this section, see 85 Del. Laws, c. 6, § 3]."]
§ 220. Inspection of books and records [For application of this section, see 85 Del. Laws, c. 6, § 3].
§ 220. Inspection of books and records [For application of this section, see 85 Del. Laws, c. 6, § 3]. (3) The inspection such stockholder seeks is for a…
["CHAPTER 1. General Corporation Law", "Subchapter X. Sale of Assets, Dissolution and Winding Up", "§ 280. Notice to claimants; filing of claims."]
§ 280. Notice to claimants; filing of claims.
§ 280. Notice to claimants; filing of claims. (3) A corporation or successor entity which has given notice in accordance with subsection (a) of this section…
["CHAPTER 1. General Corporation Law", "Subchapter VI. Stock Transfers", "§ 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]."]
§ 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].
§ 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]. (4)…
["CHAPTER 1. General Corporation Law", "Subchapter XVII. Domestication and Transfer", "§ 388. Domestication of non-United States entities [For application of section, see 83 Del. Laws, c. 377, § 24]."]
§ 388. Domestication of non-United States entities [For application of section, see 83 Del. Laws, c. 377, § 24].
§ 388. Domestication of non-United States entities [For application of section, see 83 Del. Laws, c. 377, § 24]. the terms and conditions of the domestication…
["CHAPTER 1. General Corporation Law", "Subchapter V. Stock and Dividends", "§ 151. Classes and series of stock; redemption; rights."]
§ 151. Classes and series of stock; redemption; rights.
§ 151. Classes and series of stock; redemption; rights. certificate setting forth a resolution or resolutions adopted by the board of directors that none of…
["CHAPTER 1. General Corporation Law", "Subchapter IX. Merger, Consolidation or Conversion", "§ 254. Merger or consolidation of domestic corporations and joint-stock or other associations."]
§ 254. Merger or consolidation of domestic corporations and joint-stock or other associations.
§ 254. Merger or consolidation of domestic corporations and joint-stock or other associations. (8) The agreement, if any, required by § 252(d) of this title…
["CHAPTER 1. General Corporation Law", "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]."]
§ 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].
§ 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…
["CHAPTER 1. General Corporation Law", "Subchapter IX. Merger, Consolidation or Conversion", "§ 266. Conversion of a domestic corporation to other entities [For application of this section, see 84 Del. Laws, c. 98, § 16] [Effective until Aug. 1, 2026]."]
§ 266. Conversion of a domestic corporation to other entities [For application of this section, see 84 Del. Laws, c. 98, § 16] [Effective until Aug. 1, 2026].
§ 266. Conversion of a domestic corporation to other entities [For application of this section, see 84 Del. Laws, c. 98, § 16] [Effective until Aug. 1, 2026]…
["CHAPTER 1. General Corporation Law", "Subchapter I. Formation", "§ 102. Contents of certificate of incorporation."]
§ 102. Contents of certificate of incorporation.
§ 102. Contents of certificate of incorporation. (2) The following provisions, in haec verba, (i), for a corporation other than a nonstock corporation, viz…
["CHAPTER 1. General Corporation Law", "Subchapter VIII. Amendment of Certificate of Incorporation; Changes in Capital and Capital Stock", "§ 242. Amendment of certificate of incorporation after receipt of payment for stock; nonstock corporations [Effective until Aug. 1, 2026]."]
§ 242. Amendment of certificate of incorporation after receipt of payment for stock; nonstock corporations [Effective until Aug. 1, 2026].
§ 242. Amendment of certificate of incorporation after receipt of payment for stock; nonstock corporations [Effective until Aug. 1, 2026]. (7) of this section…
["CHAPTER 1. General Corporation Law", "Subchapter VI. Stock Transfers", "§ 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]."]
§ 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].
§ 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]. the…
["CHAPTER 1. General Corporation Law", "Subchapter V. Stock and Dividends", "§ 151. Classes and series of stock; redemption; rights."]
§ 151. Classes and series of stock; redemption; rights.
§ 151. Classes and series of stock; redemption; rights. (3) If the designation of the class or series is being changed, indicates the original designation and…
["CHAPTER 1. General Corporation Law", "Subchapter IV. Directors and Officers", "§ 145. Indemnification of officers, directors, employees and agents; insurance."]
§ 145. Indemnification of officers, directors, employees and agents; insurance.
§ 145. Indemnification of officers, directors, employees and agents; insurance. (1) of this section, the conduct of an insured person shall not be imputed to…
["CHAPTER 1. General Corporation Law", "Subchapter VII. Meetings, Elections, Voting and Notice", "§ 220. Inspection of books and records [For application of this section, see 85 Del. Laws, c. 6, § 3]."]
§ 220. Inspection of books and records [For application of this section, see 85 Del. Laws, c. 6, § 3].
§ 220. Inspection of books and records [For application of this section, see 85 Del. Laws, c. 6, § 3]. any limitations or conditions with reference to the…
["CHAPTER 1. General Corporation Law", "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."]
§ 141. Board of directors; powers; number, qualifications, terms and quorum; committees; classes of directors; nonstock corporations; reliance upon books; action without meeting; removal.
§ 141. Board of directors; powers; number, qualifications, terms and quorum; committees; classes of directors; nonstock corporations; reliance upon books…
["CHAPTER 1. General Corporation Law", "Subchapter XVII. Domestication and Transfer", "§ 388. Domestication of non-United States entities [For application of section, see 83 Del. Laws, c. 377, § 24]."]
§ 388. Domestication of non-United States entities [For application of section, see 83 Del. Laws, c. 377, § 24].
§ 388. Domestication of non-United States entities [For application of section, see 83 Del. Laws, c. 377, § 24]. or the domesticated corporation. (m) Any…
["CHAPTER 1. General Corporation Law", "Subchapter XVIII. Miscellaneous Provisions", "§ 391. Amounts payable to Secretary of State upon filing certificate or other paper [Effective until Aug. 1, 2026]."]
§ 391. Amounts payable to Secretary of State upon filing certificate or other paper [Effective until Aug. 1, 2026].
§ 391. Amounts payable to Secretary of State upon filing certificate or other paper [Effective until Aug. 1, 2026]. (25) For receiving and filing and/or…
["CHAPTER 1. General Corporation Law", "Subchapter IX. Merger, Consolidation or Conversion", "§ 252. Merger or consolidation of domestic and foreign corporations; service of process upon surviving or resulting corporation [Effective until Aug. 1, 2026]."]
§ 252. Merger or consolidation of domestic and foreign corporations; service of process upon surviving or resulting corporation [Effective until Aug. 1, 2026].
§ 252. Merger or consolidation of domestic and foreign corporations; service of process upon surviving or resulting corporation [Effective until Aug. 1, 2026]…
["CHAPTER 1. General Corporation Law", "Subchapter X. Sale of Assets, Dissolution and Winding Up", "§ 280. Notice to claimants; filing of claims."]
§ 280. Notice to claimants; filing of claims.
§ 280. Notice to claimants; filing of claims. of prosecuting and defending suits, by or against the dissolved corporation, enabling the dissolved corporation…
["CHAPTER 1. General Corporation Law", "Subchapter IX. Merger, Consolidation or Conversion", "§ 263. Merger or consolidation of domestic corporations and partnerships; service of process upon surviving or resulting corporation or partnership [Effective until Aug. 1, 2026]."]
§ 263. Merger or consolidation of domestic corporations and partnerships; service of process upon surviving or resulting corporation or partnership [Effective until Aug. 1, 2026].
§ 263. Merger or consolidation of domestic corporations and partnerships; service of process upon surviving or resulting corporation or partnership [Effective…
["CHAPTER 1. General Corporation Law", "Subchapter III. Registered Office and Registered Agent", "§ 132. Registered agent in State; resident agent."]
§ 132. Registered agent in State; resident agent.
§ 132. Registered agent in State; resident agent. (4) Upon the entry of an order by the Court enjoining any person or entity from acting as a registered agent…
["CHAPTER 1. General Corporation Law", "Subchapter IX. Merger, Consolidation or Conversion", "§ 264. Merger or consolidation of domestic corporations and limited liability companies; service of process upon surviving or resulting corporation or limited liability company [Effective until Aug. 1, 2026]."]
§ 264. Merger or consolidation of domestic corporations and limited liability companies; service of process upon surviving or resulting corporation or limited liability company [Effective until Aug. 1, 2026].
§ 264. Merger or consolidation of domestic corporations and limited liability companies; service of process upon surviving or resulting corporation or limited…
["CHAPTER 1. General Corporation Law", "Subchapter IX. Merger, Consolidation or Conversion", "§ 266. Conversion of a domestic corporation to other entities [For application of this section, see 84 Del. Laws, c. 98, § 16] [Effective until Aug. 1, 2026]."]
§ 266. Conversion of a domestic corporation to other entities [For application of this section, see 84 Del. Laws, c. 98, § 16] [Effective until Aug. 1, 2026].
§ 266. Conversion of a domestic corporation to other entities [For application of this section, see 84 Del. Laws, c. 98, § 16] [Effective until Aug. 1, 2026]…
["CHAPTER 1. General Corporation Law", "Subchapter VI. Stock Transfers", "§ 203. Business combinations with interested stockholders."]
§ 203. Business combinations with interested stockholders.
§ 203. Business combinations with interested stockholders. (3) “Business combination,” when used in reference to any corporation and any interested stockholder…
["CHAPTER 1. General Corporation Law", "Subchapter IX. Merger, Consolidation or Conversion", "§ 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]."]
§ 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].
§ 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…
["CHAPTER 1. General Corporation Law", "Subchapter IV. Directors and Officers", "§ 144. Interested directors and officers; controlling stockholder transactions; quorum [For application of this section, see 85 Del. Laws, c. 6, § 3]."]
§ 144. Interested directors and officers; controlling stockholder transactions; quorum [For application of this section, see 85 Del. Laws, c. 6, § 3].
§ 144. Interested directors and officers; controlling stockholder transactions; quorum [For application of this section, see 85 Del. Laws, c. 6, § 3]. (1) of…
["CHAPTER 1. General Corporation Law", "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]."]
§ 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].
§ 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…
["CHAPTER 1. General Corporation Law", "Subchapter XVII. Domestication and Transfer", "§ 389. Temporary transfer of domicile into this State."]
§ 389. Temporary transfer of domicile into this State.
§ 389. Temporary transfer of domicile into this State. (3) of this section, and their successors, may manage the business and affairs of the non-United States…
["CHAPTER 1. General Corporation Law", "Subchapter I. Formation", "§ 103. Execution, acknowledgment, filing, recording and effective date of original certificate of incorporation and other instruments; exceptions."]
§ 103. Execution, acknowledgment, filing, recording and effective date of original certificate of incorporation and other instruments; exceptions.
§ 103. Execution, acknowledgment, filing, recording and effective date of original certificate of incorporation and other instruments; exceptions. termination…
["CHAPTER 1. General Corporation Law", "Subchapter XVII. Domestication and Transfer", "§ 390. Transfer, domestication or continuance of domestic corporations [For application of this section, see 84 Del. Laws, c. 98, § 18]."]
§ 390. Transfer, domestication or continuance of domestic corporations [For application of this section, see 84 Del. Laws, c. 98, § 18].
§ 390. Transfer, domestication or continuance of domestic corporations [For application of this section, see 84 Del. Laws, c. 98, § 18]. of the corporation…
["CHAPTER 1. General Corporation Law", "Subchapter IX. Merger, Consolidation or Conversion", "§ 263. Merger or consolidation of domestic corporations and partnerships; service of process upon surviving or resulting corporation or partnership [Effective until Aug. 1, 2026]."]
§ 263. Merger or consolidation of domestic corporations and partnerships; service of process upon surviving or resulting corporation or partnership [Effective until Aug. 1, 2026].
§ 263. Merger or consolidation of domestic corporations and partnerships; service of process upon surviving or resulting corporation or partnership [Effective…
["CHAPTER 1. General Corporation Law", "Subchapter I. Formation", "§ 103. Execution, acknowledgment, filing, recording and effective date of original certificate of incorporation and other instruments; exceptions."]
§ 103. Execution, acknowledgment, filing, recording and effective date of original certificate of incorporation and other instruments; exceptions.
§ 103. Execution, acknowledgment, filing, recording and effective date of original certificate of incorporation and other instruments; exceptions. in its…
["CHAPTER 1. General Corporation Law", "Subchapter VII. Meetings, Elections, Voting and Notice", "§ 220. Inspection of books and records [For application of this section, see 85 Del. Laws, c. 6, § 3]."]
§ 220. Inspection of books and records [For application of this section, see 85 Del. Laws, c. 6, § 3].
§ 220. Inspection of books and records [For application of this section, see 85 Del. Laws, c. 6, § 3]. (1)i. of this section, the Court of Chancery may order…
["CHAPTER 1. General Corporation Law", "Subchapter VI. Stock Transfers", "§ 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]."]
§ 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].
§ 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]. (1)…
["CHAPTER 1. General Corporation Law", "Subchapter I. Formation", "§ 102. Contents of certificate of incorporation."]
§ 102. Contents of certificate of incorporation.
§ 102. Contents of certificate of incorporation. is proposed between this corporation and its creditors or any class of them and/or between this corporation…
["CHAPTER 1. General Corporation Law", "Subchapter IV. Directors and Officers", "§ 145. Indemnification of officers, directors, employees and agents; insurance."]
§ 145. Indemnification of officers, directors, employees and agents; insurance.
§ 145. Indemnification of officers, directors, employees and agents; insurance. 18. (h) For purposes of this section, references to “the corporation” shall…
["CHAPTER 1. General Corporation Law", "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."]
§ 141. Board of directors; powers; number, qualifications, terms and quorum; committees; classes of directors; nonstock corporations; reliance upon books; action without meeting; removal.
§ 141. Board of directors; powers; number, qualifications, terms and quorum; committees; classes of directors; nonstock corporations; reliance upon books…
["CHAPTER 1. General Corporation Law", "Subchapter IV. Directors and Officers", "§ 144. Interested directors and officers; controlling stockholder transactions; quorum [For application of this section, see 85 Del. Laws, c. 6, § 3]."]
§ 144. Interested directors and officers; controlling stockholder transactions; quorum [For application of this section, see 85 Del. Laws, c. 6, § 3].
§ 144. Interested directors and officers; controlling stockholder transactions; quorum [For application of this section, see 85 Del. Laws, c. 6, § 3]. (2)…
["CHAPTER 1. General Corporation Law", "Subchapter VIII. Amendment of Certificate of Incorporation; Changes in Capital and Capital Stock", "§ 242. Amendment of certificate of incorporation after receipt of payment for stock; nonstock corporations [Effective until Aug. 1, 2026]."]
§ 242. Amendment of certificate of incorporation after receipt of payment for stock; nonstock corporations [Effective until Aug. 1, 2026].
§ 242. Amendment of certificate of incorporation after receipt of payment for stock; nonstock corporations [Effective until Aug. 1, 2026]. (1) of this section…
["CHAPTER 1. General Corporation Law", "Subchapter IX. Merger, Consolidation or Conversion", "§ 264. Merger or consolidation of domestic corporations and limited liability companies; service of process upon surviving or resulting corporation or limited liability company [Effective until Aug. 1, 2026]."]
§ 264. Merger or consolidation of domestic corporations and limited liability companies; service of process upon surviving or resulting corporation or limited liability company [Effective until Aug. 1, 2026].
§ 264. Merger or consolidation of domestic corporations and limited liability companies; service of process upon surviving or resulting corporation or limited…
["CHAPTER 1. General Corporation Law", "Subchapter XVIII. Miscellaneous Provisions", "§ 391. Amounts payable to Secretary of State upon filing certificate or other paper [Effective until Aug. 1, 2026]."]
§ 391. Amounts payable to Secretary of State upon filing certificate or other paper [Effective until Aug. 1, 2026].
§ 391. Amounts payable to Secretary of State upon filing certificate or other paper [Effective until Aug. 1, 2026]. (28) of this section, a certificate of…
["CHAPTER 1. General Corporation Law", "Subchapter IX. Merger, Consolidation or Conversion", "§ 266. Conversion of a domestic corporation to other entities [For application of this section, see 84 Del. Laws, c. 98, § 16] [Effective until Aug. 1, 2026]."]
§ 266. Conversion of a domestic corporation to other entities [For application of this section, see 84 Del. Laws, c. 98, § 16] [Effective until Aug. 1, 2026].
§ 266. Conversion of a domestic corporation to other entities [For application of this section, see 84 Del. Laws, c. 98, § 16] [Effective until Aug. 1, 2026]…
["CHAPTER 1. General Corporation Law", "Subchapter XVII. Domestication and Transfer", "§ 389. Temporary transfer of domicile into this State."]
§ 389. Temporary transfer of domicile into this State.
§ 389. Temporary transfer of domicile into this State. in escrow or under some similar arrangement for the benefit of such holder. (j) All process issued out…
["CHAPTER 1. General Corporation Law", "Subchapter VI. Stock Transfers", "§ 203. Business combinations with interested stockholders."]
§ 203. Business combinations with interested stockholders.
§ 203. Business combinations with interested stockholders. or made, or the exercise, exchange or conversion of securities exercisable for, exchangeable for or…
["CHAPTER 1. General Corporation Law", "Subchapter III. Registered Office and Registered Agent", "§ 132. Registered agent in State; resident agent."]
§ 132. Registered agent in State; resident agent.
§ 132. Registered agent in State; resident agent. as the Secretary deems necessary or appropriate. (h) Whenever the term “resident agent” or “resident agent in…
["CHAPTER 1. General Corporation Law", "Subchapter XVII. Domestication and Transfer", "§ 390. Transfer, domestication or continuance of domestic corporations [For application of this section, see 84 Del. Laws, c. 98, § 18]."]
§ 390. Transfer, domestication or continuance of domestic corporations [For application of this section, see 84 Del. Laws, c. 98, § 18].
§ 390. Transfer, domestication or continuance of domestic corporations [For application of this section, see 84 Del. Laws, c. 98, § 18]. continuance, to have…
["CHAPTER 1. General Corporation Law", "Subchapter IX. Merger, Consolidation or Conversion", "§ 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]."]
§ 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].
§ 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…
["CHAPTER 1. General Corporation Law", "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]."]
§ 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].
§ 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…
["CHAPTER 1. General Corporation Law", "Subchapter VI. Stock Transfers", "§ 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]."]
§ 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].
§ 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]. (3)…
["CHAPTER 1. General Corporation Law", "Subchapter IV. Directors and Officers", "§ 144. Interested directors and officers; controlling stockholder transactions; quorum [For application of this section, see 85 Del. Laws, c. 6, § 3]."]
§ 144. Interested directors and officers; controlling stockholder transactions; quorum [For application of this section, see 85 Del. Laws, c. 6, § 3].
§ 144. Interested directors and officers; controlling stockholder transactions; quorum [For application of this section, see 85 Del. Laws, c. 6, § 3]. (3)…
["CHAPTER 1. General Corporation Law", "Subchapter I. Formation", "§ 103. Execution, acknowledgment, filing, recording and effective date of original certificate of incorporation and other instruments; exceptions."]
§ 103. Execution, acknowledgment, filing, recording and effective date of original certificate of incorporation and other instruments; exceptions.
§ 103. Execution, acknowledgment, filing, recording and effective date of original certificate of incorporation and other instruments; exceptions. (1) If: a…
["CHAPTER 1. General Corporation Law", "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."]
§ 141. Board of directors; powers; number, qualifications, terms and quorum; committees; classes of directors; nonstock corporations; reliance upon books; action without meeting; removal.
§ 141. Board of directors; powers; number, qualifications, terms and quorum; committees; classes of directors; nonstock corporations; reliance upon books…
["CHAPTER 1. General Corporation Law", "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]."]
§ 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].
§ 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…
["CHAPTER 1. General Corporation Law", "Subchapter IX. Merger, Consolidation or Conversion", "§ 266. Conversion of a domestic corporation to other entities [For application of this section, see 84 Del. Laws, c. 98, § 16] [Effective until Aug. 1, 2026]."]
§ 266. Conversion of a domestic corporation to other entities [For application of this section, see 84 Del. Laws, c. 98, § 16] [Effective until Aug. 1, 2026].
§ 266. Conversion of a domestic corporation to other entities [For application of this section, see 84 Del. Laws, c. 98, § 16] [Effective until Aug. 1, 2026]…
["CHAPTER 1. General Corporation Law", "Subchapter I. Formation", "§ 102. Contents of certificate of incorporation."]
§ 102. Contents of certificate of incorporation.
§ 102. Contents of certificate of incorporation. (3) Such provisions as may be desired granting to the holders of the stock of the corporation, or the holders…
["CHAPTER 1. General Corporation Law", "Subchapter XVIII. Miscellaneous Provisions", "§ 391. Amounts payable to Secretary of State upon filing certificate or other paper [Effective until Aug. 1, 2026]."]
§ 391. Amounts payable to Secretary of State upon filing certificate or other paper [Effective until Aug. 1, 2026].
§ 391. Amounts payable to Secretary of State upon filing certificate or other paper [Effective until Aug. 1, 2026]. (1) of this section upon the total…
["CHAPTER 1. General Corporation Law", "Subchapter IV. Directors and Officers", "§ 145. Indemnification of officers, directors, employees and agents; insurance."]
§ 145. Indemnification of officers, directors, employees and agents; insurance.
§ 145. Indemnification of officers, directors, employees and agents; insurance. and advancement of expenses provided by, or granted pursuant to, this section…
["CHAPTER 1. General Corporation Law", "Subchapter XVII. Domestication and Transfer", "§ 390. Transfer, domestication or continuance of domestic corporations [For application of this section, see 84 Del. Laws, c. 98, § 18]."]
§ 390. Transfer, domestication or continuance of domestic corporations [For application of this section, see 84 Del. Laws, c. 98, § 18].
§ 390. Transfer, domestication or continuance of domestic corporations [For application of this section, see 84 Del. Laws, c. 98, § 18]. any membership…
["CHAPTER 1. General Corporation Law", "Subchapter IX. Merger, Consolidation or Conversion", "§ 263. Merger or consolidation of domestic corporations and partnerships; service of process upon surviving or resulting corporation or partnership [Effective until Aug. 1, 2026]."]
§ 263. Merger or consolidation of domestic corporations and partnerships; service of process upon surviving or resulting corporation or partnership [Effective until Aug. 1, 2026].
§ 263. Merger or consolidation of domestic corporations and partnerships; service of process upon surviving or resulting corporation or partnership [Effective…
["CHAPTER 1. General Corporation Law", "Subchapter VI. Stock Transfers", "§ 203. Business combinations with interested stockholders."]
§ 203. Business combinations with interested stockholders.
§ 203. Business combinations with interested stockholders. (3)(i)-(iv) of this section) provided by or through the corporation or any direct or indirect…
["CHAPTER 1. General Corporation Law", "Subchapter XVII. Domestication and Transfer", "§ 389. Temporary transfer of domicile into this State."]
§ 389. Temporary transfer of domicile into this State.
§ 389. Temporary transfer of domicile into this State. for enforcement of any obligation of the non-United States entity arising prior to its withdrawal from…
["CHAPTER 1. General Corporation Law", "Subchapter IX. Merger, Consolidation or Conversion", "§ 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]."]
§ 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].
§ 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…
["CHAPTER 1. General Corporation Law", "Subchapter IX. Merger, Consolidation or Conversion", "§ 264. Merger or consolidation of domestic corporations and limited liability companies; service of process upon surviving or resulting corporation or limited liability company [Effective until Aug. 1, 2026]."]
§ 264. Merger or consolidation of domestic corporations and limited liability companies; service of process upon surviving or resulting corporation or limited liability company [Effective until Aug. 1, 2026].
§ 264. Merger or consolidation of domestic corporations and limited liability companies; service of process upon surviving or resulting corporation or limited…
["CHAPTER 1. General Corporation Law", "Subchapter I. Formation", "§ 102. Contents of certificate of incorporation."]
§ 102. Contents of certificate of incorporation.
§ 102. Contents of certificate of incorporation. (7) A provision eliminating or limiting the personal liability of a director or officer to the corporation or…
["CHAPTER 1. General Corporation Law", "Subchapter XVIII. Miscellaneous Provisions", "§ 391. Amounts payable to Secretary of State upon filing certificate or other paper [Effective until Aug. 1, 2026]."]
§ 391. Amounts payable to Secretary of State upon filing certificate or other paper [Effective until Aug. 1, 2026].
§ 391. Amounts payable to Secretary of State upon filing certificate or other paper [Effective until Aug. 1, 2026]. Secretary of State may in the Secretary of…
["CHAPTER 1. General Corporation Law", "Subchapter VI. Stock Transfers", "§ 203. Business combinations with interested stockholders."]
§ 203. Business combinations with interested stockholders.
§ 203. Business combinations with interested stockholders. (5) “Interested stockholder” means any person (other than the corporation and any direct or indirect…
["CHAPTER 1. General Corporation Law", "Subchapter IX. Merger, Consolidation or Conversion", "§ 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]."]
§ 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].
§ 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…
["CHAPTER 1. General Corporation Law", "Subchapter IV. Directors and Officers", "§ 144. Interested directors and officers; controlling stockholder transactions; quorum [For application of this section, see 85 Del. Laws, c. 6, § 3]."]
§ 144. Interested directors and officers; controlling stockholder transactions; quorum [For application of this section, see 85 Del. Laws, c. 6, § 3].
§ 144. Interested directors and officers; controlling stockholder transactions; quorum [For application of this section, see 85 Del. Laws, c. 6, § 3]. (6)a. of…
["CHAPTER 1. General Corporation Law", "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."]
§ 141. Board of directors; powers; number, qualifications, terms and quorum; committees; classes of directors; nonstock corporations; reliance upon books; action without meeting; removal.
§ 141. Board of directors; powers; number, qualifications, terms and quorum; committees; classes of directors; nonstock corporations; reliance upon books…
["CHAPTER 1. General Corporation Law", "Subchapter XVII. Domestication and Transfer", "§ 390. Transfer, domestication or continuance of domestic corporations [For application of this section, see 84 Del. Laws, c. 98, § 18]."]
§ 390. Transfer, domestication or continuance of domestic corporations [For application of this section, see 84 Del. Laws, c. 98, § 18].
§ 390. Transfer, domestication or continuance of domestic corporations [For application of this section, see 84 Del. Laws, c. 98, § 18]. the conduct of its…
["CHAPTER 1. General Corporation Law", "Subchapter I. Formation", "§ 103. Execution, acknowledgment, filing, recording and effective date of original certificate of incorporation and other instruments; exceptions."]
§ 103. Execution, acknowledgment, filing, recording and effective date of original certificate of incorporation and other instruments; exceptions.
§ 103. Execution, acknowledgment, filing, recording and effective date of original certificate of incorporation and other instruments; exceptions. for…
["CHAPTER 1. General Corporation Law", "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]."]
§ 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].
§ 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…
["CHAPTER 1. General Corporation Law", "Subchapter VI. Stock Transfers", "§ 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]."]
§ 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].
§ 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]. 2…
["CHAPTER 1. General Corporation Law", "Subchapter I. Formation", "§ 103. Execution, acknowledgment, filing, recording and effective date of original certificate of incorporation and other instruments; exceptions."]
§ 103. Execution, acknowledgment, filing, recording and effective date of original certificate of incorporation and other instruments; exceptions.
§ 103. Execution, acknowledgment, filing, recording and effective date of original certificate of incorporation and other instruments; exceptions. (3) If the…
["CHAPTER 1. General Corporation Law", "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]."]
§ 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].
§ 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…
["CHAPTER 1. General Corporation Law", "Subchapter XVIII. Miscellaneous Provisions", "§ 391. Amounts payable to Secretary of State upon filing certificate or other paper [Effective until Aug. 1, 2026]."]
§ 391. Amounts payable to Secretary of State upon filing certificate or other paper [Effective until Aug. 1, 2026].
§ 391. Amounts payable to Secretary of State upon filing certificate or other paper [Effective until Aug. 1, 2026]. (1) For all services described in…
["CHAPTER 1. General Corporation Law", "Subchapter VI. Stock Transfers", "§ 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]."]
§ 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].
§ 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]. (2)…
["CHAPTER 1. General Corporation Law", "Subchapter I. Formation", "§ 102. Contents of certificate of incorporation."]
§ 102. Contents of certificate of incorporation.
§ 102. Contents of certificate of incorporation. (7) to an officer shall mean only a person who at the time of an act or omission as to which liability is…
["CHAPTER 1. General Corporation Law", "Subchapter VI. Stock Transfers", "§ 203. Business combinations with interested stockholders."]
§ 203. Business combinations with interested stockholders.
§ 203. Business combinations with interested stockholders. ownership of shares in excess of the 15% limitation set forth herein is the result of action taken…
["CHAPTER 1. General Corporation Law", "Subchapter XVII. Domestication and Transfer", "§ 390. Transfer, domestication or continuance of domestic corporations [For application of this section, see 84 Del. Laws, c. 98, § 18]."]
§ 390. Transfer, domestication or continuance of domestic corporations [For application of this section, see 84 Del. Laws, c. 98, § 18].
§ 390. Transfer, domestication or continuance of domestic corporations [For application of this section, see 84 Del. Laws, c. 98, § 18]. of its stockholders in…
["CHAPTER 1. General Corporation Law", "Subchapter IX. Merger, Consolidation or Conversion", "§ 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]."]
§ 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].
§ 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…
["CHAPTER 1. General Corporation Law", "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."]
§ 141. Board of directors; powers; number, qualifications, terms and quorum; committees; classes of directors; nonstock corporations; reliance upon books; action without meeting; removal.
§ 141. Board of directors; powers; number, qualifications, terms and quorum; committees; classes of directors; nonstock corporations; reliance upon books…
["CHAPTER 1. General Corporation Law", "Subchapter XVIII. Miscellaneous Provisions", "§ 391. Amounts payable to Secretary of State upon filing certificate or other paper [Effective until Aug. 1, 2026]."]
§ 391. Amounts payable to Secretary of State upon filing certificate or other paper [Effective until Aug. 1, 2026].
§ 391. Amounts payable to Secretary of State upon filing certificate or other paper [Effective until Aug. 1, 2026]. (3) For all services described in…
["CHAPTER 1. General Corporation Law", "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]."]
§ 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].
§ 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…
["CHAPTER 1. General Corporation Law", "Subchapter IX. Merger, Consolidation or Conversion", "§ 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]."]
§ 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].
§ 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…
["CHAPTER 1. General Corporation Law", "Subchapter VI. Stock Transfers", "§ 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]."]
§ 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].
§ 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]…
["CHAPTER 1. General Corporation Law", "Subchapter VI. Stock Transfers", "§ 203. Business combinations with interested stockholders."]
§ 203. Business combinations with interested stockholders.
§ 203. Business combinations with interested stockholders. (9) “Owner,” including the terms “own” and “owned,” when used with respect to any stock, means a…
["CHAPTER 1. General Corporation Law", "Subchapter I. Formation", "§ 102. Contents of certificate of incorporation."]
§ 102. Contents of certificate of incorporation.
§ 102. Contents of certificate of incorporation. (2) Any domestic corporation or any foreign corporation qualified to do business in the State of Delaware, in…
["CHAPTER 1. General Corporation Law", "Subchapter VI. Stock Transfers", "§ 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]."]
§ 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].
§ 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]. §…
["CHAPTER 1. General Corporation Law", "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]."]
§ 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].
§ 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…
["CHAPTER 1. General Corporation Law", "Subchapter I. Formation", "§ 102. Contents of certificate of incorporation."]
§ 102. Contents of certificate of incorporation.
§ 102. Contents of certificate of incorporation. (4) of this section above and specifying the name reservation to be renewed and the name and address of the…
["CHAPTER 1. General Corporation Law", "Subchapter IX. Merger, Consolidation or Conversion", "§ 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]."]
§ 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].
§ 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…
["CHAPTER 1. General Corporation Law", "Subchapter VI. Stock Transfers", "§ 203. Business combinations with interested stockholders."]
§ 203. Business combinations with interested stockholders.
§ 203. Business combinations with interested stockholders. that specified in this section. (e) The Court of Chancery is hereby vested with exclusive…
["CHAPTER 1. General Corporation Law", "Subchapter XVIII. Miscellaneous Provisions", "§ 391. Amounts payable to Secretary of State upon filing certificate or other paper [Effective until Aug. 1, 2026]."]
§ 391. Amounts payable to Secretary of State upon filing certificate or other paper [Effective until Aug. 1, 2026].
§ 391. Amounts payable to Secretary of State upon filing certificate or other paper [Effective until Aug. 1, 2026]. the fee or tax which such domestic…
["CHAPTER 1. General Corporation Law", "Subchapter IX. Merger, Consolidation or Conversion", "§ 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]."]
§ 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].
§ 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…
["CHAPTER 1. General Corporation Law", "Subchapter I. Formation", "§ 102. Contents of certificate of incorporation."]
§ 102. Contents of certificate of incorporation.
§ 102. Contents of certificate of incorporation. with an internal corporate claim, as defined in § 115 of this title, or in connection with any other claim…
["CHAPTER 1. General Corporation Law", "Subchapter VI. Stock Transfers", "§ 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]."]
§ 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].
§ 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]. (1)…
["CHAPTER 1. General Corporation Law", "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]."]
§ 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].
§ 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…
["CHAPTER 1. General Corporation Law", "Subchapter IX. Merger, Consolidation or Conversion", "§ 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]."]
§ 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].
§ 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…
["CHAPTER 1. General Corporation Law", "Subchapter VI. Stock Transfers", "§ 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]."]
§ 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].
§ 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]. (3)…
["CHAPTER 1. General Corporation Law", "Subchapter IX. Merger, Consolidation or Conversion", "§ 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]."]
§ 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].
§ 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…
["CHAPTER 1. General Corporation Law", "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]."]
§ 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].
§ 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…
["CHAPTER 1. General Corporation Law", "Subchapter VI. Stock Transfers", "§ 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]."]
§ 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].
§ 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]. (1)…
["CHAPTER 1. General Corporation Law", "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]."]
§ 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].
§ 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…
["CHAPTER 1. General Corporation Law", "Subchapter VI. Stock Transfers", "§ 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]."]
§ 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].
§ 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]. (7)…
["CHAPTER 1. General Corporation Law", "Subchapter IX. Merger, Consolidation or Conversion", "§ 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]."]
§ 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].
§ 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…
["CHAPTER 1. General Corporation Law", "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]."]
§ 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].
§ 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…
["CHAPTER 1. General Corporation Law", "Subchapter IX. Merger, Consolidation or Conversion", "§ 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]."]
§ 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].
§ 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…
["CHAPTER 1. General Corporation Law", "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]."]
§ 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].
§ 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…
["CHAPTER 1. General Corporation Law", "Subchapter IX. Merger, Consolidation or Conversion", "§ 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]."]
§ 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].
§ 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…

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