Title 8, Corporations

§ 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]. (a) Any stockholder of a corporation of this State who holds shares of stoc…

§ 263. Merger or consolidation of domestic corporations and partnerships; service of process upon surviving or resulting corporation or partnership. (a) Any 1 or more corporations of this State may merge or consolidate with 1 or more partnerships (whether general (including a lim…

§ 264. Merger or consolidation of domestic corporations and limited liability companies; service of process upon surviving or resulting corporation or limited liability company. (a) Any 1 or more corporations of this State may merge or consolidate with 1 or more limited liability…

§ 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, the term “other entity” means a limited liability company, statutory trust, business trust or association, real estate inve…

§ 266. Conversion of a domestic corporation to other entities [For application of this section, see 84 Del. Laws, c. 98, § 16]. (a) A corporation of this State may, upon the authorization of such conversion in accordance with this section, convert to a limited liability company, …

§ 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 of the stock of a corporation or corporations (other than a corporation which has in its certificate of incorporation the …

§ 268. Amendments to certificate of incorporation of the surviving corporation; disclosure schedules [For application of this section, see 84 Del. Laws, c. 309, § 6]. (a) If an agreement of merger entered into pursuant to any provision of this subchapter, other than § 251(g) of t…

§ 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, lease or exchange all or substantially all of its property and assets, including its goodwill and its corporate franchise…

§ 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 not be necessary, except to the extent that the certificate of incorporation otherwise provides. (b) Without limiting the r…

§ 273. Dissolution of joint venture corporation having 2 stockholders. (a) If the stockholders of a corporation of this State, having only 2 stockholders each of which own 50% of the stock therein, shall be engaged in the prosecution of a joint venture and if such stockholders sh…

§ 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 which the corporation was organized, a majority of the incorporators, or, if directors were named in the certificate of i…

§ 275. Dissolution generally; procedure. (a) If it should be deemed advisable in the judgment of the board of directors of any corporation that it should be dissolved, the board, after the adoption of a resolution to that effect by a majority of the whole board at any meeting cal…

§ 276. Dissolution of nonstock corporation; procedure. (a) Whenever it shall be desired to dissolve any nonstock corporation, the governing body shall perform all the acts necessary for dissolution which are required by § 275 of this title to be performed by the board of director…

§ 277. Payment of franchise taxes before dissolution, merger, transfer or conversion. No corporation shall be dissolved, merged, transferred (without continuing its existence as a corporation of this State) or converted under this chapter until: (1) All franchise taxes due to or …

§ 278. Continuation of corporation after dissolution for purposes of suit and winding up affairs. All corporations, whether they expire by their own limitation or are otherwise dissolved, shall nevertheless be continued, for the term of 3 years from such expiration or dissolution…

§ 279. Trustees or receivers for dissolved corporations; appointment; powers; duties. When any corporation organized under this chapter shall be dissolved in any manner whatever, the Court of Chancery, on application of any creditor, stockholder or director of the corporation, or…

§ 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 corporation or any successor entity may give notice of the dissolution, requiring all persons having a claim against the c…

§ 281. Payment and distribution to claimants and stockholders. (a) A dissolved corporation or successor entity which has followed the procedures described in § 280 of this title: (1) Shall pay the claims made and not rejected in accordance with § 280(a) of this title, (2) Shall p…

§ 282. Liability of stockholders of dissolved corporations. (a) A stockholder of a dissolved corporation the assets of which were distributed pursuant to § 281(a) or (b) of this title shall not be liable for any claim against the corporation in an amount in excess of such stockho…

§ 283. Jurisdiction. The Court of Chancery shall have jurisdiction of any application prescribed in this subchapter and of all questions arising in the proceedings thereon, and may make such orders and decrees and issue injunctions therein as justice and equity shall require.66 D…

§ 284. Revocation or forfeiture of charter; proceedings. (a) Upon motion by the Attorney General, the Court of Chancery shall have jurisdiction to revoke or forfeit the charter of any corporation for abuse, misuse or nonuse of its corporate powers, privileges or franchises. The A…

§ 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 the Court of Chancery, the decree or judgment shall be forthwith filed by the Register in Chancery of the county in whic…

§ 291. Receivers for insolvent corporations; appointment and powers. Whenever a corporation shall be insolvent, the Court of Chancery, on the application of any creditor or stockholder thereof, may, at any time, appoint 1 or more persons to be receivers of and for the corporation…

§ 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 their respective survivors and successors, shall, upon their appointment and qualification or upon the death, resignation…

§ 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 corporation was appointed shall be given by the Register in Chancery, unless otherwise ordered by the Court of Chancery.…

§ 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 Chancery of the county in which the proceeding is pending, a full and complete itemized inventory of all the assets of the …

§ 295. Creditors’ proofs of claims; when barred; notice. All creditors shall make proof under oath of their respective claims against the corporation, and cause the same to be filed in the office of the Register in Chancery of the county in which the proceeding is pending within …

§ 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 with § 295 of this title, shall notify the trustee or receiver of the filing of the claims, and the trustee or receiver, …

§ 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 encumbered with liens of any character, and the validity, extent or legality of any lien is disputed or brought in question, and …

§ 298. Compensation, costs and expenses of receiver or trustee. The Court of Chancery, before making distribution of the assets of a corporation among the creditors or stockholders thereof, shall allow a reasonable compensation to the receiver or trustee for such receiver’s or tr…

§ 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 which any suit is pending, shall be substituted as party plaintiff in the place of the corporation in any suit or proceed…

§ 300. Employee’s lien for wages when corporation insolvent. Whenever any corporation of this State, or any foreign corporation doing business in this State, shall become insolvent, the employees doing labor or service of whatever character in the regular employ of the corporatio…

§ 301. Discontinuance of liquidation. The liquidation of the assets and business of an insolvent corporation may be discontinued at any time during the liquidation proceedings when it is established that cause for liquidation no longer exists. In such event the Court of Chancery …

§ 302. Compromise or arrangement between corporation and creditors or stockholders. (a) Whenever the provision permitted by § 102(b)(2) of this title is included in the original certificate of incorporation of any corporation, all persons who become creditors or stockholders ther…

§ 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 which has been entered pursuant to the Federal Bankruptcy Code, 11 U.S.C. § 101 et seq., or any successor statute, may pu…

§ 311. Revocation of voluntary dissolution; restoration of expired certificate of incorporation. (a) At any time prior to the expiration of 3 years following the dissolution of a corporation pursuant to § 275 of this title or such longer period as the Court of Chancery may have d…

§ 312. Revival of certificate of incorporation. (a) As used in this section, the term “certificate of incorporation” includes the charter of a corporation organized under any special act or any law of this State. (b) Any corporation whose certificate of incorporation has become f…

§ 313. Revival of certificate of incorporation or charter of exempt corporations. (a) Every exempt corporation whose certificate of incorporation or charter has become forfeited, pursuant to § 136(b) of this title for failure to obtain a registered agent, or inoperative and void,…

§ 314. Status of corporation. Any corporation desiring to renew, extend and continue its corporate existence shall, upon complying with applicable constitutional provisions of this State, continue as provided in its certificate effecting the foregoing as a corporation and shall, …

§ 321. Service of process on corporations. (a) Service of legal process upon any corporation of this State shall be made by delivering a copy personally to any officer or director of the corporation in this State, or the registered agent of the corporation in this State, or by le…

§ 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 decree of any court of this State within the time fixed by the court for its observance, such refusal, failure or neglect sha…

§ 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 peremptory writ of mandamus issued by a court of competent jurisdiction of this State for a period of 30 days after the …

§ 324. Attachment of shares of stock or any option, right or interest therein; procedure; sale; title upon sale; proceeds. (a) The shares of any person in any corporation with all the rights thereto belonging, or any person’s option to acquire the shares, or such person’s right o…

§ 325. Actions against officers, directors or stockholders to enforce liability of corporation; unsatisfied judgment against corporation. (a) When the officers, directors or stockholders of any corporation shall be liable by the provisions of this chapter to pay the debts of the …

§ 326. Action by officer, director or stockholder against corporation for corporate debt paid. When any officer, director or stockholder shall pay any debt of a corporation for which such person is made liable by the provisions of this chapter, such person may recover the amount …

§ 327. Stockholder’s derivative action; allegation of stock ownership. In any derivative suit instituted by a stockholder of a corporation, it shall be averred in the complaint that the plaintiff was a stockholder of the corporation at the time of the transaction of which such st…