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Delaware Statutes, Title 8

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Delaware/Statutes

← All Delaware coverage

Title 8, Corporations

3 chapters · 239 sections in this title.

All chapters in Title 8239 Ch 1, GENERAL CORPORATION LAW202 Ch 6, Professional Service Corporations19 Ch 5, Corporation Franchise Tax18

202 sections·Filtered byTitle 8✕Ch 1✕

8 Del. C. § 165. Revocability of preincorporation subscriptions.
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§ 165. Revocability of preincorporation subscriptions. Unless otherwise provided by the terms of the subscription, a subscription for stock of a corporation to be formed shall be irrevocable, except with the consent of all other subscribers or the corporation, for a period of 6 m…
8 Del. C. § 166. Formalities required of stock subscriptions.
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§ 166. Formalities required of stock subscriptions. A subscription for stock of a corporation, whether made before or after the formation of a corporation, shall not be enforceable against a subscriber, unless in writing and signed by the subscriber or by such subscriber’s agent.…
8 Del. C. § 167. Lost, stolen or destroyed stock certificates; issuance of new certificate or uncertificated shares.
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§ 167. Lost, stolen or destroyed stock certificates; issuance of new certificate or uncertificated shares. A corporation may issue a new certificate of stock or uncertificated shares in place of any certificate theretofore issued by it, alleged to have been lost, stolen or destro…
8 Del. C. § 168. Judicial proceedings to compel issuance of new certificate or uncertificated shares.

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§ 168. Judicial proceedings to compel issuance of new certificate or uncertificated shares. (a) If a corporation refuses to issue new uncertificated shares or a new certificate of stock in place of a certificate theretofore issued by it, or by any corporation of which it is the l…

8 Del. C. § 169. Situs of ownership of stock.

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§ 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 the purpose of taxation, the situs of the ownership of the capital stock of all corporations existing under the laws of th…

8 Del. C. § 170. Dividends; payment; wasting asset corporations.

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§ 170. Dividends; payment; wasting asset corporations. (a) The directors of every corporation, subject to any restrictions contained in its certificate of incorporation, may declare and pay dividends upon the shares of its capital stock either: (1) Out of its surplus, as defined …

8 Del. C. § 171. Special purpose reserves.

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§ 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 reserves for any proper purpose and may abolish any such reserve.8 Del. C. 1953, § 171; 56 Del. Laws, c. 50.;

8 Del. C. § 172. Liability of directors and committee members as to dividends or stock redemption.

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§ 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 designated by the board of directors, shall be fully protected in relying in good faith upon the records of the corporation an…

8 Del. C. § 173. Declaration and payment of dividends.

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§ 173. Declaration and payment of dividends. No corporation shall pay dividends except in accordance with this chapter. Dividends may be paid in cash, in property, or in shares of the corporation’s capital stock. If the dividend is to be paid in shares of the corporation’s theret…

8 Del. C. § 174. Liability of directors for unlawful payment of dividend or unlawful stock purchase or redemption; exoneration from liability; contribution among directors; subrogation.

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§ 174. Liability of directors for unlawful payment of dividend or unlawful stock purchase or redemption; exoneration from liability; contribution among directors; subrogation. (a) In case of any wilful or negligent violation of § 160 or § 173 of this title, the directors under wh…

8 Del. C. § 201. Transfer of stock, stock certificates and uncertificated stock.

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§ 201. Transfer of stock, stock certificates and uncertificated stock. Except as otherwise provided in this chapter, the transfer of stock and the certificates of stock which represent the stock or uncertificated stock shall be governed by Article 8 of subtitle I of Title 6. To t…

8 Del. C. § 202. Restrictions on transfer and ownership of securities.

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§ 202. Restrictions on transfer and ownership of securities. (a) A written restriction or restrictions on the transfer or registration of transfer of a security of a corporation, or on the amount of the corporation’s securities that may be owned by any person or group of persons,…

8 Del. C. § 203. Business combinations with interested stockholders.

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§ 203. Business combinations with interested stockholders. (a) Notwithstanding any other provisions of this chapter, a corporation shall not engage in any business combination with any interested stockholder for a period of 3 years following the time that such stockholder became …

8 Del. C. § 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].

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§ 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) Subject to subsection (f) of this section, no defective corporate act or putative stock shall be void or voidable solely…

8 Del. C. § 205. Proceedings regarding validity of defective corporate acts and stock [For application of this section, see 80 Del. Laws, c. 40, § 16].

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§ 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 subsection (f) of this section, upon application by the corporation, any successor entity to the corporation, any member of…

8 Del. C. § 211. Meetings of stockholders.

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§ 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 the manner provided in the certificate of incorporation or bylaws, or if not so designated, as determined by the board of…

8 Del. C. § 212. Voting rights of stockholders; proxies; limitations.

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§ 212. Voting rights of stockholders; proxies; limitations. (a) Unless otherwise provided in the certificate of incorporation and subject to § 213 of this title, each stockholder shall be entitled to 1 vote for each share of capital stock held by such stockholder. If the certific…

8 Del. C. § 213. Fixing date for determination of stockholders of record.

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§ 213. Fixing date for determination of stockholders of record. (a) In order that the corporation may determine the stockholders entitled to notice of any meeting of stockholders or any adjournment thereof, the board of directors may fix a record date, which record date shall not…

8 Del. C. § 214. Cumulative voting.

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§ 214. Cumulative voting. The certificate of incorporation of any corporation may provide that at all elections of directors of the corporation, or at elections held under specified circumstances, each holder of stock or of any class or classes or of a series or series thereof sh…

8 Del. C. § 215. Voting rights of members of nonstock corporations; quorum; proxies.

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§ 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 corporations, except that § 211(a) and (d) of this title and § 212(c), (d), and (e) of this title shall apply to such corporat…

8 Del. C. § 216. Quorum and required vote for stock corporations.

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§ 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 certificate of incorporation or bylaws of any corporation authorized to issue stock may specify the number of shares and/or th…

8 Del. C. § 217. Voting rights of fiduciaries, pledgors and joint owners of stock.

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§ 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 so held. Persons whose stock is pledged shall be entitled to vote, unless in the transfer by the pledgor on the books of…

8 Del. C. § 218. Voting trusts and other voting agreements.

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§ 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 original issue with or transfer capital stock to any person or persons, or entity or entities authorized to act as trustee, for …

8 Del. C. § 219. List of stockholders entitled to vote; penalty for refusal to produce; stock ledger.

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§ 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 before each meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting; provided, however, …

8 Del. C. § 220. Inspection of books and records [For application of this section, see 85 Del. Laws, c. 6, § 3].

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§ 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” means all of the following: a. The “certificate of incorporation,” as defined in § 104 of this title, including a copy of an…

8 Del. C. § 221. Voting, inspection and other rights of bondholders and debenture holders.

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§ 221. Voting, inspection and other rights of bondholders and debenture holders. Every corporation may in its certificate of incorporation confer upon the holders of any bonds, debentures or other obligations issued or to be issued by the corporation the power to vote in respect …

8 Del. C. § 222. Notice of meetings and adjourned meetings.

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§ 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 shall be given in accordance with § 232 of this title, and such notice shall state the place, if any, date and hour of th…

8 Del. C. § 223. Vacancies and newly created directorships.

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§ 223. Vacancies and newly created directorships. (a) Unless otherwise provided in the certificate of incorporation or bylaws: (1) Vacancies and newly created directorships resulting from any increase in the authorized number of directors elected by all of the stockholders having…

8 Del. C. § 224. Form of records.

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§ 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 account, and minute books, may be kept on, or by means of, or be in the form of, any information storage device, method,…

8 Del. C. § 225. Contested election of directors; proceedings to determine validity.

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§ 225. Contested election of directors; proceedings to determine validity. (a) Upon application of any stockholder or director, or any officer whose title to office is contested, the Court of Chancery may hear and determine the validity of any election, appointment, removal or re…

8 Del. C. § 226. Appointment of custodian or receiver of corporation on deadlock or for other cause.

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§ 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 appoint 1 or more persons to be custodians, and, if the corporation is insolvent, to be receivers, of and for any corpora…

8 Del. C. § 227. Powers of Court in elections of directors.

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§ 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 determine the right and power of persons claiming to own stock to vote at any meeting of the stockholders. (b) The Court of Chan…

8 Del. C. § 228. Consent of stockholders or members in lieu of meeting [For application of section, see 81 Del. Laws, c. 86, § 40].

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§ 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 certificate of incorporation, any action required by this chapter to be taken at any annual or special meeting of stockho…

8 Del. C. § 229. Waiver of notice.

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§ 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 waiver, signed by the person entitled to notice, or a waiver by electronic transmission by the person entitled to notice, …

8 Del. C. § 230. Exception to requirements of notice.

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§ 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 incorporation or bylaws of any corporation, to any person with whom communication is unlawful, the giving of such notice to such p…

8 Del. C. § 231. Voting procedures and inspectors of elections.

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§ 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 at the meeting and make a written report thereof. The corporation may designate 1 or more persons as alternate inspector…

8 Del. C. § 232. Delivery of notice; notice by electronic transmission [For application of this section, see 84 Del. Laws, c. 309, § 6].

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§ 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 by which notice otherwise may be given effectively to stockholders, any notice to stockholders given by the corporation u…

8 Del. C. § 233. Notice to stockholders sharing an address.

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§ 233. Notice to stockholders sharing an address. (a) Without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders given by the corporation under any provision of this chapter, the certificate of incorporation, or the …

8 Del. C. § 241. Amendment of certificate of incorporation before receipt of payment for stock.

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§ 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, it may amend its certificate of incorporation at any time or times, in any and as many respects as may be desired, so long…

8 Del. C. § 242. Amendment of certificate of incorporation after receipt of payment for stock; nonstock corporations.

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§ 242. Amendment of certificate of incorporation after receipt of payment for stock; nonstock corporations. (a) After a corporation has received payment for any of its capital stock, or after a nonstock corporation has members, it may amend its certificate of incorporation, from …

8 Del. C. § 243. Retirement of stock.

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§ 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 outstanding. (b) Whenever any shares of the capital stock of a corporation are retired, they shall resume the status of a…

8 Del. C. § 244. Reduction of capital.

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§ 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 or eliminating the capital represented by shares of capital stock which have been retired; (2) By applying to an otherwise…

8 Del. C. § 245. Restated certificate of incorporation.

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§ 245. Restated certificate of incorporation. (a) A corporation may, whenever desired, integrate into a single instrument all of the provisions of its certificate of incorporation which are then in effect and operative as a result of there having theretofore been filed with the S…

8 Del. C. § 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].

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§ 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]. (a) Any 2 or more corporations of this State may merge into a single surviving corporation, which …

8 Del. C. § 252. Merger or consolidation of domestic and foreign corporations; service of process upon surviving or resulting corporation.

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§ 252. Merger or consolidation of domestic and foreign corporations; service of process upon surviving or resulting corporation. (a) Any 1 or more corporations of this State may merge or consolidate with 1 or more foreign corporations, unless the laws of the jurisdiction or juris…

8 Del. C. § 253. Merger of parent corporation and subsidiary corporation or corporations.

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

8 Del. C. § 254. Merger or consolidation of domestic corporations and joint-stock or other associations.

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§ 254. Merger or consolidation of domestic corporations and joint-stock or other associations. (a) The term “joint-stock association” as used in this section, includes any association of the kind commonly known as a joint-stock association or joint-stock company and any unincorpo…

8 Del. C. § 255. Merger or consolidation of domestic nonstock corporations.

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§ 255. Merger or consolidation of domestic nonstock corporations. (a) Any 2 or more nonstock corporations of this State, whether or not organized for profit, may merge into a single surviving corporation, which may be any 1 of the constituent corporations, or they may consolidate…

8 Del. C. § 256. Merger or consolidation of domestic and foreign nonstock corporations; service of process upon surviving or resulting corporation.

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§ 256. Merger or consolidation of domestic and foreign nonstock corporations; service of process upon surviving or resulting corporation. (a) Any 1 or more nonstock corporations of this State may merge or consolidate with 1 or more foreign nonstock corporations, unless the laws o…

8 Del. C. § 257. Merger or consolidation of domestic stock and nonstock corporations.

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§ 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 profit, may merge or consolidate with 1 or more stock corporations of this State, whether or not organized for profit. T…