DelawareHB 353153rd General Assembly (2024–2026)House

AN ACT TO AMEND TITLE 8 OF THE DELAWARE CODE RELATING TO THE GENERAL CORPORATION LAW.

Sponsored By: Krista Griffith (Democratic)

Signed by Governor

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Bill Overview

Analyzed Economic Effects

3 provisions identified: 0 benefits, 0 costs, 3 mixed.

Nonstock corporation revival changes members' roles

Beginning August 1, 2026, revival procedures for nonstock corporations more closely match those for stock corporations. Revival restores a forfeited or void certificate of incorporation. Members who elect the governing body perform shareholder-related revival steps only when member action is needed. Members entitled to vote on dissolution are no longer separately included in the revival process.

Serving dissolved corporations costs plaintiffs $50

Beginning August 1, 2026, dissolving Delaware corporations must name the Secretary of State to receive papers enforcing their obligations. This appointment cannot be revoked; corporations must agree to service in Delaware and provide a delivery address. Plaintiffs pay $50 per service; winning plaintiffs have that fee included in the case's costs. The Secretary must notify the corporation, can authorize electronic service, and keeps alphabetical service records for up to five years. Registered agents' duties end when dissolution takes effect, except for legal papers received beforehand. Dissolution filings must list the corporate name, authorization date and statement, directors' and officers' names and addresses, original incorporation filing date, and service agreement. Corporations with a fixed expiration date must file at least 90 days before that date. Late filing or a later good-standing certificate does not change expiration. The new Secretary of State service arrangement does not apply to nonstock corporations.

Clearer voting rules for corporate shareholders

Beginning August 1, 2026, Delaware law clarifies shareholder voting rules for changes to corporate charters. Changes limited to matters in sections 242(a)(1) or 242(a)(7) need no shareholder meeting or vote. Changes to authorized share counts, share combinations, or share splits can use a votes-for-exceed-votes-against standard. The affected shares must be nationally exchange-listed immediately before the change and meet listing rules immediately afterward. A charter's majority-vote requirement for authorized share changes does not alone override the state's default procedures. The charter must expressly exclude those procedures or require a greater or additional vote than section 242(b)(2) contemplates.

Sponsors & Cosponsors

Sponsor

Krista Griffith
Democratic • House

Cosponsors

Darius J. Brown
Democratic • Senate
Franklin D. Cooke
Democratic • House
Daniel Cruce
Democratic • Senate
Stephanie L. Hansen
Democratic • Senate
Kerri Evelyn Harris
Democratic • House
Kendra Johnson
Democratic • House
Michael F. Smith
Republican • House
Josue O Ortega
Democratic • House
Brian Pettyjohn
Republican • Senate
David P. Sokola
Democratic • Senate
Bryan Townsend
Democratic • Senate
John "Jack" Walsh
Democratic • Senate
David L. Wilson
Republican • Senate

Roll Call Votes

All Roll Calls

Yes: 59 • No: 0

Senate vote • 5/19/2026

Passed (2/3 required)

Yes: 21 • No: 0

House vote • 4/21/2026