Title 8, Corporations

§ 105. Certificate of incorporation and other certificates; evidence. A copy of a certificate of incorporation, or a restated certificate of incorporation, or of any other certificate which has been filed in the office of the Secretary of State as required by any provision of thi…

§ 106. Commencement of corporate existence. Upon the filing with the Secretary of State of the certificate of incorporation, executed and acknowledged in accordance with § 103 of this title, the incorporator or incorporators who signed the certificate, and such incorporator’s or …

§ 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 certificate of incorporation, the incorporator or incorporators, until the directors are elected, shall manage the affairs of the…

§ 108. Organization meeting of incorporators or directors named in certificate of incorporation. (a) After the filing of the certificate of incorporation an organization meeting of the incorporator or incorporators, or of the board of directors if the initial directors were named…

§ 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 (a) The original or other bylaws of a corporation may be adopted, amended or repealed by the incorporators, by the initial directors of a corporation other than a nonstock corporation or initial members of the governing body of a nonstock corporation if they were n…

§ 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 corporation may adopt emergency bylaws, subject to repeal or change by action of the stockholders, which, notwithstanding any…

§ 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]. (a) Any civil action to interpret, apply, enforce or determine the validity of the …

§ 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 be required, to the extent and subject to such procedures or conditions as may be provided in the bylaws, to include in …

§ 113. Proxy expense reimbursement. (a) The bylaws may provide for the reimbursement by the corporation of expenses incurred by a stockholder in soliciting proxies in connection with an election of directors, subject to such procedures or conditions as the bylaws may prescribe, i…

§ 114. Application of chapter to nonstock corporations. (a) Except as otherwise provided in subsections (b) and (c) of this section, the provisions of this chapter and of chapter 5 of this title shall apply to nonstock corporations in the manner specified in the following paragra…

§ 115. Forum selection provisions. (a) The certificate of incorporation or the bylaws may require, consistent with applicable jurisdictional requirements, that any or all internal corporate claims shall be brought solely and exclusively in any or all of the courts in 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 transaction may be documented, or the manner in which a document may be signed or delivered: (1) Any act or transaction contempl…

§ 121. General powers. (a) In addition to the powers enumerated in § 122 of this title, every corporation, its officers, directors and stockholders shall possess and may exercise all the powers and privileges granted by this chapter or by any other law or by its certificate of in…

§ 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 or not so provided in the certificate of incorporation, to: (1) Have perpetual succession by its corporate name, unless …

§ 123. Powers respecting securities of other corporations or entities. Any corporation organized under the laws of this State may guarantee, purchase, take, receive, subscribe for or otherwise acquire; own, hold, use or otherwise employ; sell, lease, exchange, transfer or otherwi…

§ 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 a corporation shall be invalid by reason of the fact that the corporation was without capacity or power to do such act or…

§ 125. Conferring academic or honorary degrees. No corporation organized after April 18, 1945, shall have power to confer academic or honorary degrees unless the certificate of incorporation or an amendment thereof shall so provide and unless the certificate of incorporation or a…

§ 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 circulation as money, or the power of carrying on the business of receiving deposits of money. (b) Corporations organized u…

§ 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 certificate of incorporation does not expressly provide that this section shall not apply to it is required to act or to…

§ 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 corporation’s business in this State. (b) As used in this title, “registered office” means the address of the registered a…

§ 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: (1) The corporation itself; (2) An individual resident in this State; (3) A domestic corporation (other than the corporatio…

§ 133. Change of location of registered office; change of registered agent. Any corporation may, by resolution of its board of directors, change the location of its registered office in this State to any other place in this State. By like resolution, the registered agent of a cor…

§ 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 for which the agent is a registered agent to another address in this State by filing with the Secretary of State a certi…

§ 135. Resignation of registered agent coupled with appointment of successor. The registered agent of 1 or more corporations may resign and appoint a successor registered agent by filing a certificate with the Secretary of State, stating the name and address of the successor agen…

§ 136. Resignation of registered agent not coupled with appointment of successor. (a) The registered agent of a corporation, including a corporation which has become void pursuant to § 510 of this title, may resign without appointing a successor by filing a certificate of resigna…

§ 141. Board of directors; powers; number, qualifications, terms and quorum; committees; classes of directors; nonstock corporations; reliance upon books; action without meeting; removal. (a) The business and affairs of every corporation organized under this chapter shall be mana…

§ 142. Officers; titles, duties, selection, term; failure to elect; vacancies. (a) Every corporation organized under this chapter shall have such officers with such titles and duties as shall be stated in the bylaws or in a resolution of the board of directors which is not incons…

§ 143. Loans to employees and officers; guaranty of obligations of employees and officers. Any corporation may lend money to, or guarantee any obligation of, or otherwise assist any officer or other employee of the corporation or of its subsidiary, including any officer or employ…

§ 144. Interested directors and officers; controlling stockholder transactions; quorum [For application of this section, see 85 Del. Laws, c. 6, § 3]. (a) Except for a controlling stockholder transaction under subsection (b) or (c) of this section, an act or transaction involving…

§ 145. Indemnification of officers, directors, employees and agents; insurance. (a) A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, …

§ 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 directors determines at any time subsequent to approving such matter that such matter is no longer advisable and recommends that…

§ 147. Authorization of agreements and other instruments [For application of this section, see 84 Del. Laws, c. 309, § 6]. Whenever this chapter expressly requires the board of directors to approve or take other action with respect to any agreement, instrument or document, such a…

§ 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 class thereof, any or all of which classes may be of stock with par value or stock without par value and which classes or ser…

§ 152. Issuance of stock; lawful consideration; fully paid stock. (a) The consideration for subscriptions to, or the purchase of, the capital stock to be issued by a corporation shall be paid in the form and in the manner that the board of directors shall determine. The board of …

§ 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 shares so issued, as determined from time to time in accordance with § 152 of this title, or by the stockholders if the certi…

§ 154. Determination of amount of capital; capital, surplus and net assets defined. Any corporation may, by resolution of its board of directors, determine that only a part of the consideration which shall be received by the corporation for any of the shares of its capital stock …

§ 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 (1) arrange for the disposition of fractional interests by those entitled thereto, (2) pay in cash the fair value of fracti…

§ 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 consideration to be paid therefor. Upon the face or back of each stock certificate issued to represent any such partly paid shares,…

§ 157. Rights and options respecting stock. (a) Subject to any provisions in the certificate of incorporation, every corporation may create and issue, whether or not in connection with the issue and sale of any shares of stock or other securities of the corporation, rights or opt…

§ 158. Stock certificates; uncertificated shares. The shares of a corporation shall be represented by certificates, provided that the board of directors of the corporation may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall…

§ 159. Shares of stock; personal property, transfer and taxation. The shares of stock in every corporation shall be deemed personal property and transferable as provided in Article 8 of subtitle I of Title 6. No stock or bonds issued by any corporation organized under this chapte…

§ 160. Corporation’s powers respecting ownership, voting, etc., of its own stock; rights of stock called for redemption. (a) Every corporation may purchase, redeem, receive, take or otherwise acquire, own and hold, sell, lend, exchange, transfer or otherwise dispose of, pledge, u…

§ 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 corporation is authorized by its certificate of incorporation to issue have not been issued, subscribed for, or otherwise c…

§ 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 been paid in, and the assets shall be insufficient to satisfy the claims of its creditors, each holder of or subscriber fo…

§ 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. The directors may, from time to time, demand payment, in respect of each share of stock not fully paid, of such sum of m…

§ 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 demanded by the directors, at the time when such payment is due, the directors may collect the amount of any such instal…