# 8 Del. C. ch. 1 — General Corporation Law (DGCL, §§ 101–398) URL: https://consilena.com/coverage/laws/ksrc_jsqg3725afm4r1vr - Jurisdiction: Delaware - Type: Statute - Identifier: /de/title8/ch1 - Current as of: 3 July 1967 - Provisions: 202 - Official text: https://delcode.delaware.gov/title8/c001/ > The library is a research copy. Check the official source before relying on a provision: the text published there, not the copy in Consilena, is the law. ## Provisions - **§ 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… - **§ 312. Revival of certificate of incorporation [Effective until Aug. 1, 2026].**: (a) As used in this section, the term “certificate of incorporation” includes… - **§ 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… - **§ 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… - **§ 384. Foreign corporations doing business without having qualified; injunctions.**: The Court of Chancery shall have jurisdiction to enjoin any foreign… - **§ 390. Transfer, domestication or continuance of domestic corporations [For application of this section, see 84 Del. Laws, c. 98, § 18].**: (a) Upon compliance… - **§ 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… - **§ 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… - **§ 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… - **§ 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… - **§ 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… - **§ 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… - **§ 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… - **§ 125. Conferring academic or honorary degrees.**: No corporation organized after April 18, 1945, shall have power to confer academic or honorary degrees unless… - **§ 233. Notice to stockholders sharing an address.**: (a) Without limiting the manner by which notice otherwise may be given effectively to stockholders, any… - **§ 226. Appointment of custodian or receiver of corporation on deadlock or for other cause.**: (a) The Court of Chancery, upon application of any stockholder, may… - **§ 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… - **§ 242. Amendment of certificate of incorporation after receipt of payment for stock; nonstock corporations [Effective until Aug. 1, 2026].**: (a) After a… - **§ 259. Status, rights, liabilities, of constituent and surviving or resulting corporations following merger or consolidation.**: (a) When any merger or… - **§ 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… - **§ 366. Periodic statements and third-party certification.**: (a) A public benefit corporation shall include in every notice of a meeting of stockholders a… - **§ 377. Change of registered agent; reinstatement of qualification to do business.**: (a) Any foreign corporation, which has qualified to do business in this… - **§ 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… - **§ 298. Compensation, costs and expenses of receiver or trustee.**: The Court of Chancery, before making distribution of the assets of a corporation among the… - **§ 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… - **§ 203. Business combinations with interested stockholders.**: (a) Notwithstanding any other provisions of this chapter, a corporation shall not engage in any… - **§ 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… - **§ 144. Interested directors and officers; controlling stockholder transactions; quorum [For application of this section, see 85 Del. Laws, c. 6, § 3].**: (a)… - **§ 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… - **§ 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… - **§ 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… - **§ 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… - **§ 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… - **§ 114. Application of chapter to nonstock corporations.**: (a) Except as otherwise provided in subsections (b) and (c) of this section, the provisions of this… - **§ 354. Operating corporation as partnership.**: No written agreement among stockholders of a close corporation, nor any provision of the certificate of… - **§ 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… - **§ 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… - **§ 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… - **§ 291. Receivers for insolvent corporations; appointment and powers.**: Whenever a corporation shall be insolvent, the Court of Chancery, on the application of… - **§ 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… - **§ 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… - **§ 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… - **§ 364. Stock certificates; notices regarding uncertificated stock.**: Any stock certificate issued by a public benefit corporation shall note conspicuously that… - **§ 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]… - **§ 342. Close corporation defined; contents of certificate of incorporation.**: (a) A close corporation is a corporation organized under this chapter whose… - **§ 212. Voting rights of stockholders; proxies; limitations.**: (a) Unless otherwise provided in the certificate of incorporation and subject to § 213 of this… - **§ 301. Discontinuance of liquidation.**: The liquidation of the assets and business of an insolvent corporation may be discontinued at any time during the… - **§ 142. Officers; titles, duties, selection, term; failure to elect; vacancies.**: (a) Every corporation organized under this chapter shall have such officers with… - **§ 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… - **§ 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… - **§ 159. Shares of stock; personal property, transfer and taxation.**: The shares of stock in every corporation shall be deemed personal property and transferable… - **§ 166. Formalities required of stock subscriptions.**: A subscription for stock of a corporation, whether made before or after the formation of a corporation… - **§ 121. General powers.**: (a) In addition to the powers enumerated in § 122 of this title, every corporation, its officers, directors and stockholders shall… - **§ 381. Withdrawal of foreign corporation from State; procedure; service of process on Secretary of State [Effective until Aug. 1, 2026].**: (a) Any foreign… - **§ 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… - **§ 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… - **§ 328. Effect of liability of corporation on impairment of certain transactions.**: The liability of a corporation of this State, or the stockholders, directors… - **§ 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… - **§ 314. Status of corporation.**: Any corporation desiring to renew, extend and continue its corporate existence shall, upon complying with applicable… - **§ 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… - **§ 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… - **§ 371. Definition; qualification to do business in State; procedure.**: (a) As used in this chapter, the words “foreign corporation” mean a corporation organized… - **§ 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… - **§ 225. Contested election of directors; proceedings to determine validity.**: (a) Upon application of any stockholder or director, or any officer whose title to… - **§ 135. Resignation of registered agent coupled with appointment of successor.**: The registered agent of 1 or more corporations may resign and appoint a successor… - **§ 245. Restated certificate of incorporation.**: (a) A corporation may, whenever desired, integrate into a single instrument all of the provisions of its… - **§ 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… - **§ 254. Merger or consolidation of domestic corporations and joint-stock or other associations.**: (a) The term “joint-stock association” as used in this section… - **§ 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… - **§ 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… - **§ 352. Appointment of custodian for close corporation.**: (a) In addition to § 226 of this title respecting the appointment of a custodian for any corporation… - **§ 145. Indemnification of officers, directors, employees and agents; insurance.**: (a) A corporation shall have power to indemnify any person who was or is a… - **§ 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… - **§ 281. Payment and distribution to claimants and stockholders.**: (a) A dissolved corporation or successor entity which has followed the procedures described in §… - **§ 165. Revocability of preincorporation subscriptions.**: Unless otherwise provided by the terms of the subscription, a subscription for stock of a corporation to… - **§ 273. Dissolution of joint venture corporation having 2 stockholders.**: (a) If the stockholders of a corporation of this State, having only 2 stockholders each… - **§ 255. Merger or consolidation of domestic nonstock corporations.**: (a) Any 2 or more nonstock corporations of this State, whether or not organized for profit… - **§ 325. Actions against officers, directors or stockholders to enforce liability of corporation; unsatisfied judgment against corporation.**: (a) When the… - **§ 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)… - **§ 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… - **§ 311. Revocation of voluntary dissolution; restoration of expired certificate of incorporation.**: (a) At any time prior to the expiration of 3 years following… - **§ 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… - **§ 355. Stockholders’ option to dissolve corporation.**: (a) The certificate of incorporation of any close corporation may include a provision granting to any… - **§ 170. Dividends; payment; wasting asset corporations.**: (a) The directors of every corporation, subject to any restrictions contained in its certificate of… - **§ 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… - **§ 221. Voting, inspection and other rights of bondholders and debenture holders.**: Every corporation may in its certificate of incorporation confer upon the… - **§ 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… - **§ 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… - **§ 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… - **§ 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… - **§ 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… - **§ 173. Declaration and payment of dividends.**: No corporation shall pay dividends except in accordance with this chapter. Dividends may be paid in cash, in… - **§ 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… - **§ 327. Stockholder’s derivative action; allegation of stock ownership.**: In any derivative suit instituted by a stockholder of a corporation, it shall be averred… - **§ 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… - **§ 157. Rights and options respecting stock.**: (a) Subject to any provisions in the certificate of incorporation, every corporation may create and issue, whether… - **§ 152. Issuance of stock; lawful consideration; fully paid stock.**: (a) The consideration for subscriptions to, or the purchase of, the capital stock to be… - **§ 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… - **§ 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… - **§ 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… - **§ 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… - **§ 302. Compromise or arrangement between corporation and creditors or stockholders.**: (a) Whenever the provision permitted by § 102(b)(2) of this title is… - **§ 350. Agreements restricting discretion of directors.**: A written agreement among the stockholders of a close corporation holding a majority of the outstanding… - **§ 104. Certificate of incorporation; definition.**: The term “certificate of incorporation,” as used in this chapter, unless the context requires otherwise… - **§ 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… - **§ 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… - **§ 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… - **§ 101. Incorporators; how corporation formed; purposes.**: (a) Any person, partnership, association or corporation, singly or jointly with others, and without… - **§ 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… - **§ 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… - **§ 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… - **§ 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… - **§ 346. Voluntary termination of close corporation status by amendment of certificate of incorporation; vote required.**: (a) A corporation may voluntarily… - **§ 201. Transfer of stock, stock certificates and uncertificated stock.**: Except as otherwise provided in this chapter, the transfer of stock and the certificates… - **§ 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… - **§ 397. Penalty for unauthorized publication of chapter.**: Whoever prints or publishes this chapter without the authority of the Secretary of State of this State… - **§ 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… - **§ 167. Lost, stolen or destroyed stock certificates; issuance of new certificate or uncertificated shares.**: A corporation may issue a new certificate of stock… - **§ 351. Management by stockholders.**: The certificate of incorporation of a close corporation may provide that the business of the corporation shall be managed by… - **§ 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… - **§ 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… - **§ 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… - **§ 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… - **§ 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… - **§ 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… - **§ 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… - **§ 158. Stock certificates; uncertificated shares.**: The shares of a corporation shall be represented by certificates, provided that the board of directors of the… - **§ 378. Penalties for noncompliance.**: Any foreign corporation doing business of any kind in this State without first having complied with any section of this… - **§ 341. Law applicable to close corporation.**: (a) This subchapter applies to all close corporations, as defined in § 342 of this title. Unless a corporation… - **§ 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… - **§ 102. Contents of certificate of incorporation.**: (a) The certificate of incorporation shall set forth: - **§ 363. Nonprofit nonstock corporations [For application of this section, see 82 Del. Laws, c. 256, § 24].**: A nonprofit nonstock corporation may not be a… - **§ 295. Creditors’ proofs of claims; when barred; notice.**: All creditors shall make proof under oath of their respective claims against the corporation, and… - **§ 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… - **§ 160. Corporation’s powers respecting ownership, voting, etc., of its own stock; rights of stock called for redemption.**: (a) Every corporation may purchase… - **§ 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… - **§ 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]… - **§ 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… - **§ 223. Vacancies and newly created directorships.**: (a) Unless otherwise provided in the certificate of incorporation or bylaws: (1) Vacancies and newly created… - **§ 108. Organization meeting of incorporators or directors named in certificate of incorporation.**: (a) After the filing of the certificate of incorporation an… - **§ 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… - **§ 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… - **§ 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… - **§ 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… - **§ 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… - **§ 115. Forum selection provisions.**: (a) The certificate of incorporation or the bylaws may require, consistent with applicable jurisdictional requirements, that… - **§ 103. Execution, acknowledgment, filing, recording and effective date of original certificate of incorporation and other instruments; exceptions.**: (a) Whenever… - **§ 113. Proxy expense reimbursement.**: (a) The bylaws may provide for the reimbursement by the corporation of expenses incurred by a stockholder in soliciting… - **§ 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… - **§ 143. Loans to employees and officers; guaranty of obligations of employees and officers.**: Any corporation may lend money to, or guarantee any obligation of… - **§ 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… - **§ 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… - **§ 313. Revival of certificate of incorporation or charter of exempt corporations.**: (a) Every exempt corporation whose certificate of incorporation or charter… - **§ 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… - **§ 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… - **§ 300. Employee’s lien for wages when corporation insolvent.**: Whenever any corporation of this State, or any foreign corporation doing business in this State… - **§ 278. Continuation of corporation after dissolution for purposes of suit and winding up affairs.**: All corporations, whether they expire by their own limitation… - **§ 154. Determination of amount of capital; capital, surplus and net assets defined.**: Any corporation may, by resolution of its board of directors, determine… - **§ 133. Change of location of registered office; change of registered agent.**: Any corporation may, by resolution of its board of directors, change the location… - **§ 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… - **§ 147. Authorization of agreements and other instruments [For application of this section, see 84 Del. Laws, c. 309, § 6].**: Whenever this chapter expressly… - **§ 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… - **§ 276. Dissolution of nonstock corporation; procedure.**: (a) Whenever it shall be desired to dissolve any nonstock corporation, the governing body shall perform… - **§ 106. Commencement of corporate existence.**: Upon the filing with the Secretary of State of the certificate of incorporation, executed and acknowledged in… - **§ 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… - **§ 282. Liability of stockholders of dissolved corporations.**: (a) A stockholder of a dissolved corporation the assets of which were distributed pursuant to §… - **§ 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… - **§ 284. Revocation or forfeiture of charter; proceedings.**: (a) Upon motion by the Attorney General, the Court of Chancery shall have jurisdiction to revoke or… - **§ 372. Additional requirements in case of change of name, change of business purpose or merger or consolidation.**: (a) Every foreign corporation admitted to do… - **§ 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… - **§ 136. Resignation of registered agent not coupled with appointment of successor.**: (a) The registered agent of a corporation, including a corporation which has… - **§ 344. Election of existing corporation to become a close corporation.**: Any corporation organized under this chapter may become a close corporation under this… - **§ 353. Appointment of a provisional director in certain cases.**: (a) Notwithstanding any contrary provision of the certificate of incorporation or the bylaws or… - **§ 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… - **§ 361. Law applicable to public benefit corporations; how formed.**: This subchapter applies to all public benefit corporations, as defined in § 362 of this… - **§ 279. Trustees or receivers for dissolved corporations; appointment; powers; duties.**: When any corporation organized under this chapter shall be dissolved in… - **§ 168. Judicial proceedings to compel issuance of new certificate or uncertificated shares.**: (a) If a corporation refuses to issue new uncertificated shares or… - **§ 395. Corporations using “trust” in name, advertisements and otherwise; restrictions; violations and penalties; exceptions.**: (a) Except as provided below in… - **§ 123. Powers respecting securities of other corporations or entities.**: Any corporation organized under the laws of this State may guarantee, purchase, take… - **§ 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… - **§ 382. Service of process on nonqualifying foreign corporations [Effective until Aug. 1, 2026].**: (a) Any foreign corporation which shall transact business in… - **§ 214. Cumulative voting.**: The certificate of incorporation of any corporation may provide that at all elections of directors of the corporation, or at… - **§ 202. Restrictions on transfer and ownership of securities.**: (a) A written restriction or restrictions on the transfer or registration of transfer of a… - **§ 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… - **§ 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… - **§ 105. Certificate of incorporation and other certificates; evidence.**: A copy of a certificate of incorporation, or a restated certificate of incorporation, or… - **§ 326. Action by officer, director or stockholder against corporation for corporate debt paid.**: When any officer, director or stockholder shall pay any debt of… - **§ 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… - **§ 362. Public benefit corporation defined; contents of certificate of incorporation.**: (a) A “public benefit corporation” is a for-profit corporation organized… - **§ 283. Jurisdiction.**: The Court of Chancery shall have jurisdiction of any application prescribed in this subchapter and of all questions arising in the… - **§ 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.” - **§ 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)… - **§ 213. Fixing date for determination of stockholders of record.**: (a) In order that the corporation may determine the stockholders entitled to notice of any… - **§ 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… - **§ 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”… - **§ 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… - **§ 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… - **§ 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… - **§ 277. Payment of franchise taxes before dissolution, merger, transfer or conversion.**: No corporation shall be dissolved, merged, transferred (without… - **§ 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… - **§ 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… - **§ 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… - **§ 215. Voting rights of members of nonstock corporations; quorum; proxies.**: (2) In all matters other than the election of the governing body of such… - **§ 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… - **§ 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… - **§ 371. Definition; qualification to do business in State; procedure.**: (2) A statement executed by an authorized officer of each corporation setting forth (i)… - **§ 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… - **§ 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… - **§ 381. Withdrawal of foreign corporation from State; procedure; service of process on Secretary of State [Effective until Aug. 1, 2026].**: (1) of this section… - **§ 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… - **§ 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… - **§ 362. Public benefit corporation defined; contents of certificate of incorporation.**: (1)(i) of this title. If the name does not contain such language, the… - **§ 225. Contested election of directors; proceedings to determine validity.**: deems proper under the circumstances. (b) Upon application of any stockholder or… - **§ 311. Revocation of voluntary dissolution; restoration of expired certificate of incorporation.**: (4) At the meeting a vote of the stockholders shall be taken… - **§ 275. Dissolution generally; procedure [Effective until Aug. 1, 2026].**: (3) That the dissolution has been authorized by the board of directors and stockholders… - **§ 152. Issuance of stock; lawful consideration; fully paid stock.**: the occurrence of any event, including a determination or action by any person or body… - **§ 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… - **§ 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… - **§ 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… - **§ 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… - **§ 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… - **§ 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… - **§ 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… - **§ 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… - **§ 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… - **§ 259. Status, rights, liabilities, of constituent and surviving or resulting corporations following merger or consolidation.**: of any of said constituent… - **§ 103. Execution, acknowledgment, filing, recording and effective date of original certificate of incorporation and other instruments; exceptions.**: (2) All… - **§ 231. Voting procedures and inspectors of elections.**: (5) Certify their determination of the number of shares represented at the meeting, and their count of… - **§ 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… - **§ 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]… - **§ 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… - **§ 241. Amendment of certificate of incorporation before receipt of payment for stock.**: references to directors shall be deemed to be references to members of… - **§ 276. Dissolution of nonstock corporation; procedure.**: may surrender all of the corporation rights and franchises by filing in the office of the Secretary of… - **§ 382. Service of process on nonqualifying foreign corporations [Effective until Aug. 1, 2026].**: of State under this subsection by means of electronic… - **§ 112. Access to proxy solicitation materials.**: (5) A provision requiring that the nominating stockholder undertake to indemnify the corporation in respect of… - **§ 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… - **§ 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… - **§ 348. Involuntary termination of close corporation status; proceeding to prevent loss of status.**: (2) The corporation concurrently with the filing of such… - **§ 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… - **§ 145. Indemnification of officers, directors, employees and agents; insurance.**: a party to any threatened, pending or completed action or suit by or in the… - **§ 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… - **§ 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… - **§ 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… - **§ 114. Application of chapter to nonstock corporations.**: (1) The sections and subchapters listed in subsection (b) of this section; (2) Sections 102(b) (3)… - **§ 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… - **§ 212. Voting rights of stockholders; proxies; limitations.**: (2) A stockholder may authorize another person or persons to act for such stockholder as proxy by… - **§ 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… - **§ 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… - **§ 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… - **§ 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… - **§ 242. Amendment of certificate of incorporation after receipt of payment for stock; nonstock corporations [Effective until Aug. 1, 2026].**: (3) To increase or… - **§ 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… - **§ 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… - **§ 389. Temporary transfer of domicile into this State.**: (3) The terms “officers” and “directors” include, in addition to such persons, trustees, managers… - **§ 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… - **§ 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… - **§ 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… - **§ 144. Interested directors and officers; controlling stockholder transactions; quorum [For application of this section, see 85 Del. Laws, c. 6, § 3].**: (1) The… - **§ 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]… - **§ 257. Merger or consolidation of domestic stock and nonstock corporations.**: (4) In the case of a consolidation, that the certificate of incorporation of the… - **§ 170. Dividends; payment; wasting asset corporations.**: (2) of this section from which the dividend could lawfully have been paid. (b) Subject to any… - **§ 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… - **§ 395. Corporations using “trust” in name, advertisements and otherwise; restrictions; violations and penalties; exceptions.**: 1956 or the Savings and Loan… - **§ 281. Payment and distribution to claimants and stockholders.**: (4) of this section shall be conclusive. (b) A dissolved corporation or successor entity which… - **§ 219. List of stockholders entitled to vote; penalty for refusal to produce; stock ledger.**: corporation to establish that the examination such stockholder… - **§ 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… - **§ 168. Judicial proceedings to compel issuance of new certificate or uncertificated shares.**: should not be issued in place thereof, it shall make an order… - **§ 151. Classes and series of stock; redemption; rights.**: person or body, including the corporation. The power to increase or decrease or otherwise adjust the… - **§ 205. Proceedings regarding validity of defective corporate acts and stock [For application of this section, see 80 Del. Laws, c. 40, § 16].**: (3) Require… - **§ 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)… - **§ 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… - **§ 108. Organization meeting of incorporators or directors named in certificate of incorporation.**: (2) a consent may be documented, signed and delivered in any… - **§ 132. Registered agent in State; resident agent.**: (1) Every registered agent for a domestic corporation or a foreign corporation shall: a. If an entity… - **§ 271. Sale, lease or exchange of assets; consideration; procedure.**: in this subsection, “subsidiary” means any entity wholly-owned and controlled, directly or… - **§ 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… - **§ 303. Proceeding under the Federal Bankruptcy Code of the United States; effectuation.**: which case, however, no stockholder shall have any statutory right of… - **§ 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… - **§ 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… - **§ 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… - **§ 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… - **§ 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… - **§ 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… - **§ 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… - **§ 116. Document form, signature and delivery.**: (1) of this title, respectively), an electronic transmission shall be deemed delivered to a person for purposes… - **§ 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… - **§ 390. Transfer, domestication or continuance of domestic corporations [For application of this section, see 84 Del. Laws, c. 98, § 18].**: (2) “Resulting entity”… - **§ 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… - **§ 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… - **§ 102. Contents of certificate of incorporation.**: (1) The name of the corporation, which (i) shall contain 1 of the words “association,” “company,”… - **§ 255. Merger or consolidation of domestic nonstock corporations.**: (5) The manner, if any, of converting the memberships or membership interests of each of the… - **§ 258. Merger or consolidation of domestic and foreign stock and nonstock corporations.**: foreign corporation) by the laws of the jurisdiction or jurisdictions… - **§ 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)… - **§ 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… - **§ 125. Conferring academic or honorary degrees.**: 14. Notwithstanding the foregoing provisions, any corporation conducting a law school, which has its principal… - **§ 136. Resignation of registered agent not coupled with appointment of successor.**: of the certificate of resignation, the Secretary of State shall declare the… - **§ 203. Business combinations with interested stockholders.**: (2) The corporation, by action of its board of directors, adopts an amendment to its bylaws within… - **§ 254. Merger or consolidation of domestic corporations and joint-stock or other associations.**: corporation and joint-stock association shall enter into a… - **§ 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… - **§ 222. Notice of meetings and adjourned meetings.**: used to enable stockholders and proxy holders to participate in the meeting by means of remote communication… - **§ 145. Indemnification of officers, directors, employees and agents; insurance.**: (1) To the extent that a present or former director or officer of a corporation… - **§ 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]… - **§ 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… - **§ 102. Contents of certificate of incorporation.**: corporation or domestic or foreign partnership, limited partnership, limited liability company, registered… - **§ 125. Conferring academic or honorary degrees.**: the report with the Secretary of Education and with the Attorney General. Any corporation which complies with… - **§ 275. Dissolution generally; procedure [Effective until Aug. 1, 2026].**: (4) The date of filing of the corporation’s original certificate of incorporation with… - **§ 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… - **§ 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… - **§ 382. Service of process on nonqualifying foreign corporations [Effective until Aug. 1, 2026].**: of State that service is being made pursuant to this… - **§ 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… - **§ 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… - **§ 242. Amendment of certificate of incorporation after receipt of payment for stock; nonstock corporations [Effective until Aug. 1, 2026].**: (7) To delete: a… - **§ 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… - **§ 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… - **§ 281. Payment and distribution to claimants and stockholders.**: (c) Directors of a dissolved corporation or governing persons of a successor entity which has… - **§ 202. Restrictions on transfer and ownership of securities.**: (5) Prohibits or restricts the transfer of the restricted securities to, or the ownership of… - **§ 122. Specific powers [For application of this section, see 84 Del. Laws, c. 309, § 6].**: (13) Make contracts, including contracts of guaranty and suretyship… - **§ 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… - **§ 257. Merger or consolidation of domestic stock and nonstock corporations.**: (6) Such other details or provisions as are deemed desirable, including, without… - **§ 253. Merger of parent corporation and subsidiary corporation or corporations.**: event, including a determination or action by any person or body, including the… - **§ 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… - **§ 255. Merger or consolidation of domestic nonstock corporations.**: (6) Such other details or provisions as are deemed desirable, including, without limiting the… - **§ 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… - **§ 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… - **§ 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… - **§ 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… - **§ 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… - **§ 225. Contested election of directors; proceedings to determine validity.**: of the corporation shall be deemed to be service upon the corporation and upon the… - **§ 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… - **§ 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… - **§ 390. Transfer, domestication or continuance of domestic corporations [For application of this section, see 84 Del. Laws, c. 98, § 18].**: thereon shall be voted… - **§ 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… - **§ 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… - **§ 303. Proceeding under the Federal Bankruptcy Code of the United States; effectuation.**: the entry of a final decree in the bankruptcy proceeding closing the… - **§ 311. Revocation of voluntary dissolution; restoration of expired certificate of incorporation.**: and entitled to vote upon a dissolution at the time of its… - **§ 213. Fixing date for determination of stockholders of record.**: distribution or allotment of any rights or the stockholders entitled to exercise any rights in… - **§ 381. Withdrawal of foreign corporation from State; procedure; service of process on Secretary of State [Effective until Aug. 1, 2026].**: Secretary of State… - **§ 353. Appointment of a provisional director in certain cases.**: corporation. (d) Even though the requirements of subsection (b) of this section relating to the… - **§ 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… - **§ 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… - **§ 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… - **§ 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… - **§ 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… - **§ 144. Interested directors and officers; controlling stockholder transactions; quorum [For application of this section, see 85 Del. Laws, c. 6, § 3].**: (3) The… - **§ 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]… - **§ 258. Merger or consolidation of domestic and foreign stock and nonstock corporations.**: such nonstock corporation would thereby be lost or impaired; but a… - **§ 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… - **§ 103. Execution, acknowledgment, filing, recording and effective date of original certificate of incorporation and other instruments; exceptions.**: (2) The… - **§ 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… - **§ 231. Voting procedures and inspectors of elections.**: (5) of this section shall specify the precise information considered by them including the person or… - **§ 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… - **§ 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… - **§ 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… - **§ 245. Restated certificate of incorporation.**: (1)(A) of this title) the provisions of the corporation’s certificate of incorporation as theretofore amended or… - **§ 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… - **§ 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… - **§ 395. Corporations using “trust” in name, advertisements and otherwise; restrictions; violations and penalties; exceptions.**: (2) Is not likely to mislead the… - **§ 203. Business combinations with interested stockholders.**: (4) of this section, and (ii) has not elected by a provision in its original certificate of… - **§ 321. Service of process on corporations [Effective until Aug. 1, 2026].**: therein. The Secretary of State shall maintain an alphabetical record of any such… - **§ 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… - **§ 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… - **§ 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… - **§ 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… - **§ 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… - **§ 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… - **§ 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… - **§ 311. Revocation of voluntary dissolution; restoration of expired certificate of incorporation.**: which § 211(c) of this title refers. An election of directors… - **§ 255. Merger or consolidation of domestic nonstock corporations.**: on the merger under the certificate of incorporation or the bylaws of such corporation, at… - **§ 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… - **§ 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… - **§ 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… - **§ 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… - **§ 254. Merger or consolidation of domestic corporations and joint-stock or other associations.**: interests of the nonstock corporation or shares, memberships or… - **§ 103. Execution, acknowledgment, filing, recording and effective date of original certificate of incorporation and other instruments; exceptions.**: (4) of this… - **§ 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]… - **§ 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… - **§ 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… - **§ 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… - **§ 145. Indemnification of officers, directors, employees and agents; insurance.**: (2) The corporation may indemnify any other person who is not a present or… - **§ 215. Voting rights of members of nonstock corporations; quorum; proxies.**: or be submitted with information from which it can be determined that the electronic… - **§ 242. Amendment of certificate of incorporation after receipt of payment for stock; nonstock corporations [Effective until Aug. 1, 2026].**: (1) If the… - **§ 211. Meetings of stockholders.**: notwithstanding any provision of the certificate of incorporation or bylaws to the contrary. The Court of Chancery may issue… - **§ 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… - **§ 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… - **§ 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… - **§ 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… - **§ 267. Merger of parent entity and subsidiary corporation or corporations.**: (2) the terms and conditions of the merger shall obligate the surviving constituent… - **§ 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… - **§ 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… - **§ 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]… - **§ 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… - **§ 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)… - **§ 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… - **§ 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… - **§ 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… - **§ 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… - **§ 132. Registered agent in State; resident agent.**: (2) A domestic or foreign corporation, a domestic or foreign partnership (whether general (including a… - **§ 144. Interested directors and officers; controlling stockholder transactions; quorum [For application of this section, see 85 Del. Laws, c. 6, § 3].**: (2) Such… - **§ 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… - **§ 203. Business combinations with interested stockholders.**: (4) The corporation does not have a class of voting stock that is: (i) Listed on a national… - **§ 253. Merger of parent corporation and subsidiary corporation or corporations.**: (2) The terms and conditions of the merger shall obligate the surviving… - **§ 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… - **§ 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… - **§ 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]… - **§ 103. Execution, acknowledgment, filing, recording and effective date of original certificate of incorporation and other instruments; exceptions.**: (5) The… - **§ 145. Indemnification of officers, directors, employees and agents; insurance.**: (4) By the stockholders. (e) Expenses (including attorneys’ fees) incurred by… - **§ 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… - **§ 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… - **§ 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)… - **§ 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… - **§ 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… - **§ 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… - **§ 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… - **§ 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… - **§ 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… - **§ 242. Amendment of certificate of incorporation after receipt of payment for stock; nonstock corporations [Effective until Aug. 1, 2026].**: (2) The holders of… - **§ 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… - **§ 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… - **§ 267. Merger of parent entity and subsidiary corporation or corporations.**: (2) “Entity” means a partnership (whether general (including a limited liability… - **§ 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… - **§ 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… - **§ 255. Merger or consolidation of domestic nonstock corporations.**: constituent corporations, there shall be no members who have the right to vote for the… - **§ 280. Notice to claimants; filing of claims.**: (2) The corporation or successor entity shall offer any claimant on a contract whose claim is contingent… - **§ 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]… - **§ 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… - **§ 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… - **§ 253. Merger of parent corporation and subsidiary corporation or corporations.**: Delaware corporation party to the merger shall have appraisal rights as set… - **§ 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… - **§ 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… - **§ 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… - **§ 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… - **§ 144. Interested directors and officers; controlling stockholder transactions; quorum [For application of this section, see 85 Del. Laws, c. 6, § 3].**: (2) Any… - **§ 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… - **§ 311. Revocation of voluntary dissolution; restoration of expired certificate of incorporation.**: a nonstock corporation pursuant to § 276 of this title or such… - **§ 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… - **§ 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… - **§ 144. Interested directors and officers; controlling stockholder transactions; quorum [For application of this section, see 85 Del. Laws, c. 6, § 3].**: (2) of… - **§ 242. Amendment of certificate of incorporation after receipt of payment for stock; nonstock corporations [Effective until Aug. 1, 2026].**: class or classes of… - **§ 255. Merger or consolidation of domestic nonstock corporations.**: the surviving corporation. - **§ 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… - **§ 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… - **§ 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… - **§ 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]… - **§ 102. Contents of certificate of incorporation.**: of incorporation. The conditions of membership, or other criteria for identifying members, of nonstock… - **§ 203. Business combinations with interested stockholders.**: (7) The business combination is with an interested stockholder who became an interested stockholder… - **§ 145. Indemnification of officers, directors, employees and agents; insurance.**: the civil, criminal, administrative or investigative action, suit or proceeding… - **§ 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… - **§ 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… - **§ 311. Revocation of voluntary dissolution; restoration of expired certificate of incorporation.**: (4) of this section. Notwithstanding the foregoing, only… - **§ 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… - **§ 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… - **§ 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… - **§ 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… - **§ 103. Execution, acknowledgment, filing, recording and effective date of original certificate of incorporation and other instruments; exceptions.**: (7) The… - **§ 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… - **§ 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… - **§ 254. Merger or consolidation of domestic corporations and joint-stock or other associations.**: 103 of this title, which states: (1) The name, jurisdiction of… - **§ 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… - **§ 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… - **§ 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… - **§ 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… - **§ 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)… - **§ 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… - **§ 151. Classes and series of stock; redemption; rights.**: any class of which the powers, designations, preferences and relative, participating, optional or other… - **§ 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]… - **§ 103. Execution, acknowledgment, filing, recording and effective date of original certificate of incorporation and other instruments; exceptions.**: (8) The… - **§ 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… - **§ 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… - **§ 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… - **§ 265. Conversion of other entities to a domestic corporation [For application of this section, see 84 Del. Laws, c. 98, § 17].**: event, including a… - **§ 203. Business combinations with interested stockholders.**: (2) “Associate,” when used to indicate a relationship with any person, means: (i) Any corporation… - **§ 389. Temporary transfer of domicile into this State.**: (4) of this section remain true and correct; provided, that if emergency conditions have affected… - **§ 145. Indemnification of officers, directors, employees and agents; insurance.**: (1) Exclude from coverage thereunder, and provide that the insurer shall not… - **§ 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… - **§ 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… - **§ 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]… - **§ 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… - **§ 102. Contents of certificate of incorporation.**: the governing body pursuant to the certificate of incorporation or bylaws of such corporation or otherwise… - **§ 390. Transfer, domestication or continuance of domestic corporations [For application of this section, see 84 Del. Laws, c. 98, § 18].**: with this section… - **§ 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… - **§ 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… - **§ 242. Amendment of certificate of incorporation after receipt of payment for stock; nonstock corporations [Effective until Aug. 1, 2026].**: (4) Whenever the… - **§ 144. Interested directors and officers; controlling stockholder transactions; quorum [For application of this section, see 85 Del. Laws, c. 6, § 3].**: (6)… - **§ 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… - **§ 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… - **§ 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)… - **§ 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… - **§ 151. Classes and series of stock; redemption; rights.**: certificate setting forth a resolution or resolutions adopted by the board of directors that none of… - **§ 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… - **§ 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… - **§ 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]… - **§ 102. Contents of certificate of incorporation.**: (2) The following provisions, in haec verba, (i), for a corporation other than a nonstock corporation, viz… - **§ 242. Amendment of certificate of incorporation after receipt of payment for stock; nonstock corporations [Effective until Aug. 1, 2026].**: (7) of this section… - **§ 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… - **§ 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… - **§ 145. Indemnification of officers, directors, employees and agents; insurance.**: (1) of this section, the conduct of an insured person shall not be imputed to… - **§ 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… - **§ 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… - **§ 388. Domestication of non-United States entities [For application of section, see 83 Del. Laws, c. 377, § 24].**: or the domesticated corporation. (m) Any… - **§ 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… - **§ 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]… - **§ 280. Notice to claimants; filing of claims.**: of prosecuting and defending suits, by or against the dissolved corporation, enabling the dissolved corporation… - **§ 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… - **§ 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… - **§ 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… - **§ 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]… - **§ 203. Business combinations with interested stockholders.**: (3) “Business combination,” when used in reference to any corporation and any interested stockholder… - **§ 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… - **§ 144. Interested directors and officers; controlling stockholder transactions; quorum [For application of this section, see 85 Del. Laws, c. 6, § 3].**: (1) of… - **§ 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… - **§ 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… - **§ 103. Execution, acknowledgment, filing, recording and effective date of original certificate of incorporation and other instruments; exceptions.**: termination… - **§ 390. Transfer, domestication or continuance of domestic corporations [For application of this section, see 84 Del. Laws, c. 98, § 18].**: of the corporation… - **§ 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… - **§ 103. Execution, acknowledgment, filing, recording and effective date of original certificate of incorporation and other instruments; exceptions.**: in its… - **§ 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… - **§ 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)… - **§ 102. Contents of certificate of incorporation.**: is proposed between this corporation and its creditors or any class of them and/or between this corporation… - **§ 145. Indemnification of officers, directors, employees and agents; insurance.**: 18. (h) For purposes of this section, references to “the corporation” shall… - **§ 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… - **§ 144. Interested directors and officers; controlling stockholder transactions; quorum [For application of this section, see 85 Del. Laws, c. 6, § 3].**: (2)… - **§ 242. Amendment of certificate of incorporation after receipt of payment for stock; nonstock corporations [Effective until Aug. 1, 2026].**: (1) of this section… - **§ 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… - **§ 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… - **§ 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]… - **§ 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… - **§ 203. Business combinations with interested stockholders.**: or made, or the exercise, exchange or conversion of securities exercisable for, exchangeable for or… - **§ 132. Registered agent in State; resident agent.**: as the Secretary deems necessary or appropriate. (h) Whenever the term “resident agent” or “resident agent in… - **§ 390. Transfer, domestication or continuance of domestic corporations [For application of this section, see 84 Del. Laws, c. 98, § 18].**: continuance, to have… - **§ 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… - **§ 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… - **§ 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)… - **§ 144. Interested directors and officers; controlling stockholder transactions; quorum [For application of this section, see 85 Del. Laws, c. 6, § 3].**: (3)… - **§ 103. Execution, acknowledgment, filing, recording and effective date of original certificate of incorporation and other instruments; exceptions.**: (1) If: a… - **§ 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… - **§ 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… - **§ 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]… - **§ 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… - **§ 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… - **§ 145. Indemnification of officers, directors, employees and agents; insurance.**: and advancement of expenses provided by, or granted pursuant to, this section… - **§ 390. Transfer, domestication or continuance of domestic corporations [For application of this section, see 84 Del. Laws, c. 98, § 18].**: any membership… - **§ 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… - **§ 203. Business combinations with interested stockholders.**: (3)(i)-(iv) of this section) provided by or through the corporation or any direct or indirect… - **§ 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… - **§ 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… - **§ 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… - **§ 102. Contents of certificate of incorporation.**: (7) A provision eliminating or limiting the personal liability of a director or officer to the corporation or… - **§ 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… - **§ 203. Business combinations with interested stockholders.**: (5) “Interested stockholder” means any person (other than the corporation and any direct or indirect… - **§ 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… - **§ 144. Interested directors and officers; controlling stockholder transactions; quorum [For application of this section, see 85 Del. Laws, c. 6, § 3].**: (6)a. of… - **§ 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… - **§ 390. Transfer, domestication or continuance of domestic corporations [For application of this section, see 84 Del. Laws, c. 98, § 18].**: the conduct of its… - **§ 103. Execution, acknowledgment, filing, recording and effective date of original certificate of incorporation and other instruments; exceptions.**: for… - **§ 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… - **§ 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… - **§ 103. Execution, acknowledgment, filing, recording and effective date of original certificate of incorporation and other instruments; exceptions.**: (3) If the… - **§ 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… - **§ 391. Amounts payable to Secretary of State upon filing certificate or other paper [Effective until Aug. 1, 2026].**: (1) For all services described in… - **§ 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)… - **§ 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… - **§ 203. Business combinations with interested stockholders.**: ownership of shares in excess of the 15% limitation set forth herein is the result of action taken… - **§ 390. Transfer, domestication or continuance of domestic corporations [For application of this section, see 84 Del. Laws, c. 98, § 18].**: of its stockholders in… - **§ 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… - **§ 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… - **§ 391. Amounts payable to Secretary of State upon filing certificate or other paper [Effective until Aug. 1, 2026].**: (3) For all services described in… - **§ 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… - **§ 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… - **§ 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]… - **§ 203. Business combinations with interested stockholders.**: (9) “Owner,” including the terms “own” and “owned,” when used with respect to any stock, means a… - **§ 102. Contents of certificate of incorporation.**: (2) Any domestic corporation or any foreign corporation qualified to do business in the State of Delaware, in… - **§ 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].**: §… - **§ 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… - **§ 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… - **§ 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… - **§ 203. Business combinations with interested stockholders.**: that specified in this section. (e) The Court of Chancery is hereby vested with exclusive… - **§ 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… - **§ 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… - **§ 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… - **§ 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)… - **§ 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… - **§ 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… - **§ 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)… - **§ 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… - **§ 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… - **§ 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)… - **§ 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… - **§ 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)… - **§ 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… - **§ 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… - **§ 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… - **§ 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… - **§ 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… --- Consilena is a software provider, not a law firm. AI output is not legal advice: consult a licensed lawyer in the relevant jurisdiction. Page: https://consilena.com/coverage/laws/ksrc_jsqg3725afm4r1vr. Index of every page: https://consilena.com/llms.txt.