Title 8, Corporations

§ 342. Close corporation defined; contents of certificate of incorporation. (a) A close corporation is a corporation organized under this chapter whose certificate of incorporation contains the provisions required by § 102 of this title and, in addition, provides that: (1) All of…

§ 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 certificate of incorporation shall contain a heading stating the name of the corporation and that it is a close corporation; and…

§ 344. Election of existing corporation to become a close corporation. Any corporation organized under this chapter may become a close corporation under this subchapter by executing, acknowledging and filing, in accordance with § 103 of this title, a certificate of amendment of i…

§ 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 files with the Secretary of State a certificate of amendment deleting from its certificate of incorporation the provisions r…

§ 346. Voluntary termination of close corporation status by amendment of certificate of incorporation; vote required. (a) A corporation may voluntarily terminate its status as a close corporation and cease to be subject to this subchapter by amending its certificate of incorporat…

§ 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 any person who is not entitled under any provision of the certificate of incorporation permitted by § 342(b) of this tit…

§ 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 provisions or conditions included in a close corporation’s certificate of incorporation pursuant to § 342 of this title …

§ 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 held not to be authorized by § 202 of this title, the corporation shall nevertheless have an option, for a period of 30 days…

§ 350. Agreements restricting discretion of directors. A written agreement among the stockholders of a close corporation holding a majority of the outstanding stock entitled to vote, whether solely among themselves or with a party not a stockholder, is not invalid, as between the…

§ 351. Management by stockholders. The certificate of incorporation of a close corporation may provide that the business of the corporation shall be managed by the stockholders of the corporation rather than by a board of directors. So long as this provision continues in effect: …

§ 352. Appointment of custodian for close corporation. (a) In addition to § 226 of this title respecting the appointment of a custodian for any corporation, the Court of Chancery, upon application of any stockholder, may appoint 1 or more persons to be custodians, and, if the cor…

§ 353. Appointment of a provisional director in certain cases. (a) Notwithstanding any contrary provision of the certificate of incorporation or the bylaws or agreement of the stockholders, the Court of Chancery may appoint a provisional director for a close corporation if the di…

§ 354. Operating corporation as partnership. No written agreement among stockholders of a close corporation, nor any provision of the certificate of incorporation or of the bylaws of the corporation, which agreement or provision relates to any phase of the affairs of such corpora…

§ 355. Stockholders’ option to dissolve corporation. (a) The certificate of incorporation of any close corporation may include a provision granting to any stockholder, or to the holders of any specified number or percentage of shares of any class of stock, an option to have the c…

§ 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 corporation which is organized under this chapter but is not a close corporation.8 Del. C. 1953, § 356; 56 Del. Laws, c.…

§ 361. Law applicable to public benefit corporations; how formed. This subchapter applies to all public benefit corporations, as defined in § 362 of this title. If a corporation elects to become a public benefit corporation under this subchapter in the manner prescribed in this s…

§ 362. Public benefit corporation defined; contents of certificate of incorporation. (a) A “public benefit corporation” is a for-profit corporation organized under and subject to the requirements of this chapter that is intended to produce a public benefit or public benefits and …

§ 363. Nonprofit nonstock corporations [For application of this section, see 82 Del. Laws, c. 256, § 24]. A nonprofit nonstock corporation may not be a constituent corporation to any merger or consolidation with a public benefit corporation or in which the certificate of incorpor…

§ 364. Stock certificates; notices regarding uncertificated stock. Any stock certificate issued by a public benefit corporation shall note conspicuously that the corporation is a public benefit corporation formed pursuant to this subchapter. Any notice given by a public benefit c…

§ 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 balances the pecuniary interests of the stockholders, the best interests of those materially affected by the corporation’s con…

§ 366. Periodic statements and third-party certification. (a) A public benefit corporation shall include in every notice of a meeting of stockholders a statement to the effect that it is a public benefit corporation formed pursuant to this subchapter. (b) A public benefit corpora…

§ 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 individual, derivative or any other type of action, may not be brought unless the plaintiffs in such action own individuall…

§ 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 benefit corporation, except as provided in § 363 of this title.79 Del. Laws, c. 122, § 8;

§ 371. Definition; qualification to do business in State; procedure. (a) As used in this chapter, the words “foreign corporation” mean a corporation organized under the laws of any jurisdiction other than this State. (b) No foreign corporation shall do any business in this State,…

§ 372. Additional requirements in case of change of name, change of business purpose or merger or consolidation. (a) Every foreign corporation admitted to do business in this State which shall change its corporate name, or enlarge, limit or otherwise change the business which it …

§ 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 conditions: (1) If it is in the mail order or a similar business, merely receiving orders by mail or otherwise in pursuance of l…

§ 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 report shall be made on a form designated by the Secretary of State and shall be signed by the corporation's president, sec…

§ 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 Secretary of State may, in the Secretary of State’s discretion, investigate the reasons therefor and shall terminate the…

§ 376. Service of process upon qualified foreign corporations. (a) All process issued out of any court of this State, all orders made by any court of this State, all rules and notices of any kind required to be served on any foreign corporation which has qualified to do business …

§ 377. Change of registered agent; reinstatement of qualification to do business. (a) Any foreign corporation, which has qualified to do business in this State, may change its registered agent and substitute another registered agent by filing a certificate with the Secretary of S…

§ 378. Penalties for noncompliance. Any foreign corporation doing business of any kind in this State without first having complied with any section of this subchapter applicable to it, shall be fined not less than $200 nor more than $500 for each such offense. Any agent of any fo…

§ 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 power of discounting bills, notes or other evidence of debt, of receiving deposits, of buying and selling bills of exchang…

§ 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 the United States other than Delaware, duly authorized by its certificate of incorporation or bylaws so to act, may be a…

§ 381. Withdrawal of foreign corporation from State; procedure; service of process on Secretary of State. (a) Any foreign corporation which shall have qualified to do business in this State under § 371 of this title, may surrender its authority to do business in this State and ma…

§ 382. Service of process on nonqualifying foreign corporations. (a) Any foreign corporation which shall transact business in this State without having qualified to do business under § 371 of this title shall be deemed to have thereby appointed and constituted the Secretary of St…

§ 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 which has done business in this State without authority shall not maintain any action or special proceeding in this State un…

§ 384. Foreign corporations doing business without having qualified; injunctions. The Court of Chancery shall have jurisdiction to enjoin any foreign corporation, or any agent thereof, from transacting any business in this State if such corporation has failed to comply with any s…

§ 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 by this subchapter need be filed with the recorder of deeds of any county of this State in order to comply with this subc…

§ 388. Domestication of non-United States entities [For application of section, see 83 Del. Laws, c. 377, § 24]. (a) As used in this section, the term: (1) “Foreign jurisdiction” means any foreign country or other foreign jurisdiction (other than the United States, any state, the…

§ 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 limited to any of the following: a. War or other armed conflict; b. Revolution or insurrection; c. Invasion or occupation b…

§ 390. Transfer, domestication or continuance of domestic corporations [For application of this section, see 84 Del. Laws, c. 98, § 18]. (a) Upon compliance with the provisions of this section, any corporation existing under the laws of this State may transfer to or domesticate o…

§ 391. Amounts payable to Secretary of State upon filing certificate or other paper. (a) The following fees and penalties shall be collected by and paid to the Secretary of State, for the use of the State: (1) Upon the receipt for filing of an original certificate of incorporatio…

§ 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 adoption or amendment of this chapter, all suits pending, all rights of action conferred, and all duties, restrictions, l…

§ 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 or repealed, at the pleasure of the General Assembly, but any amendment or repeal shall not take away or impair any remedy…

§ 395. Corporations using “trust” in name, advertisements and otherwise; restrictions; violations and penalties; exceptions. (a) Except as provided below in subsection (d) of this section, every corporation of this State using the word “trust” as part of its name, except a corpor…

§ 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 necessary, pamphlet copies of this chapter, and the Secretary of State shall dispose of the copies to persons and corporat…