Title 8 — Corporations

§ 501. Corporations subject to and exempt from franchise tax. (a) Every telegraph, telephone or cable company, every electric company organized for the production and/or distribution of light, heat or power, every company organized for the purpose of producing and/or distributing…

§ 502. Annual franchise tax report; contents; failure to file and pay tax; duties of Secretary of State. (a) Annually on or before March 1, every corporation now existing or hereafter incorporated under Chapter 1 of this title or which has accepted the Constitution of this State,…

§ 503. Rates and computation of franchise tax. (a) All corporations accepting the provisions of the Constitution of this State and coming under Chapter 1 of this title, and all corporations which have heretofore filed or may hereafter file a certificate of incorporation under sai…

§ 504. Collection and disposition of tax; tentative return and tax; penalty interest; investigation of annual franchise tax report; notice of additional tax due. (a) The franchise tax shall be due and payable on March 1 following the close of the calendar year, except that with r…

§ 505. Review and refund; jurisdiction and power of the Secretary of State; appeal. (a) If any corporation claims that the annual franchise tax or any penalties or interest were erroneously or illegally fixed or paid with respect to a calendar year, the corporation may, not later…

§ 506. Fund for payment of refunds. Repealed by 77 Del. Laws, c. 216, § 2.

§ 507. Collection of tax; preferred debt. The franchise tax shall be a debt due from the corporation to the State, for which an action at law may be maintained after the same shall have been in arrears for a period of 1 month. The tax shall also be a preferred debt in case of ins…

§ 508. Injunction against exercise of franchise or transacting business. The Attorney General, either of the Attorney General’s own motion or upon request of the Secretary of State, whenever any franchise tax due under this chapter from any corporation shall have remained in arre…

§ 509. Further remedy in Court of Chancery; appointment of receiver or trustee; sale of property. (a) After any corporation, now existing or hereafter incorporated under Chapter 1 of this title, has failed or neglected for the period of 1 year to pay the franchise taxes imposed b…

§ 510. Failure to pay tax or file a complete annual report for 1 year; charter void; extension of time. If any corporation, accepting the Constitution of this State and coming under Chapter 1 of this title, or any corporation which has heretofore filed or may hereafter file a cer…

§ 511. Repeal of charters of delinquent corporations; report to Governor and proclamation. On or before June 30 in each year, the Secretary of State shall report to the Governor a list of all the corporations, which for 1 year next preceding such report, have failed, neglected or…

§ 512. Filing and publication of proclamation. A list of those corporations whose charters were repealed by gubernatorial proclamation pursuant to § 511 of this title shall be filed in the office of the Secretary of State. On or before October 31 of each calendar year, the Secret…

§ 513. Acting under proclaimed charter; penalty. Whoever exercises or attempts to exercise any powers under the certificate of incorporation of any corporation which has been proclaimed by the Governor, after the issuance of the proclamation, shall be fined not more than $1,000 o…

§ 514. Mistakes in proclamation; correction. Whenever it is established to the satisfaction of the Governor that any corporation named in the proclamation has not neglected or refused to pay the franchise tax or file a completed annual franchise tax report within 1 year, or has b…

§ 515. Annual report of Secretary of State. The Secretary of State shall prepare and publish an annual report containing such statistics as may be available with respect to the operation of this chapter, including the amounts collected and amounts unpaid for each year for which t…

§ 516. Retaliatory taxation and regulation; imposition. When, by the laws of any other state or nation, any other or greater taxes, fines, penalties, licenses, fees, or other obligations or requirements are imposed upon corporations chartered under Chapter 1 of this title, doing …

§ 517. Duties of Attorney General. The Attorney General shall have all the powers and authorities in conjunction with the Secretary of State to collect franchise taxes and penalties due from proclaimed corporations and corporations whose charter has become void by operation of la…

§ 518. Relief for corporations with assets in certain unfriendly nations. All corporations incorporated and existing under the laws of this State, all of whose assets are located in any country from which it is impossible to remove such assets or withdraw income, or whose assets …

§ 601. Legislative intent. It is the legislative intent to provide for the incorporation of an individual, or group of individuals who render the same professional service or qualified related professional services to the public, for which such individuals are required by law to …

§ 602. Short title. This chapter may be cited as “The Professional Service Corporation Act.”8 Del. C. 1953, § 602; 57 Del. Laws, c. 127.;

§ 603. Definitions. As used in this chapter the following words shall have the meaning indicated: (1) The term “professional service” shall mean any type of personal service to the public which requires as a condition precedent to the rendering of the service the obtaining of a l…

§ 604. Exemptions. This chapter shall not apply to any individual or groups of individuals within this State who, prior to June 7, 1969, were permitted to organize a corporation and perform personal services to the public by the means of a corporation, and this chapter shall not …

§ 605. Authority to organize; law governing. One or more persons, each of whom is duly licensed or otherwise legally authorized to render the same professional service or any of the qualified related professional services within this State, may organize and become a shareholder o…

§ 606. Number of directors; officers. A professional corporation which has only 1 shareholder need have only 1 director, who shall be the shareholder. The 1 shareholder shall also serve as the president of the professional corporation. The other officers of the professional corpo…

§ 607. Rendition of professional services through licensed officers, employees and agents. No professional corporation may render professional services except through its officers, employees and agents who are duly licensed or otherwise legally authorized to render such professio…

§ 608. Chapter not to affect professional relationship; legal liabilities and standards for professional conduct; negligence; attachment of assets. Nothing contained in this chapter shall be interpreted to abolish, repeal, modify, restrict or limit the law now in effect in this S…

§ 609. Engaging in other business prohibited. No professional corporation shall engage in any business other than the rendering of the professional services set forth in its certificate of incorporation; provided, however, nothing in this chapter or in any other provisions of exi…

§ 610. Issuance of capital stock to licensed individuals; voting trust agreements prohibited; holding of stock by shareholder’s estate. No professional corporation may issue any of its capital stock to anyone other than an individual who is duly licensed or otherwise legally auth…

§ 611. Disqualification of officer, shareholder, agent or employee. (a) Any officer, employee, agent or shareholder of a professional corporation shall forthwith sever all employment with, and financial interests in, the professional corporation in the event that such person: (1)…

§ 612. Sale or transfer of shares. Except as provided in § 616 of this title, no shareholder of a professional corporation may sell or transfer such shareholder’s shares in the professional corporation, except to the professional corporation, or to another individual who is eligi…

§ 613. Price for shares. If the certificate of incorporation or bylaws of a professional corporation, or a separate contract among all of the shareholders of the professional corporation and, if such contract provides for redemption, the professional corporation itself, fails to …

§ 614. Perpetual corporate existence. A professional corporation shall have perpetual existence until dissolved in accordance with other provisions of this chapter.8 Del. C. 1953, § 614; 57 Del. Laws, c. 127; 80 Del. Laws, c. 184, § 1;

§ 615. Conversion into business corporation. Whenever all shareholders of a professional corporation cease at any time, and for any reason, to be licensed, certified or registered in the particular professional service or at least 1 of the qualified related professional services …

§ 616. Time for transfer of shares upon death or disqualification. Within 375 days following the date of death of a shareholder, or within 30 days following such shareholder’s disqualification to own shares in the professional corporation, as provided in this chapter, all of the …

§ 617. Corporate name. The corporate name of a professional corporation shall contain either a word or words descriptive of the professional service to be rendered by the professional corporation, or any of the qualified related professional services to be rendered by the profess…

§ 618. Applicability of General Corporation Law; consolidation or merger of professional corporations; annual report. This title shall be applicable to a corporation organized pursuant to this chapter, except to the extent that any of the provisions of this chapter are interprete…

§ 619. Construction of chapter. (1) This chapter shall not be construed as repealing, modifying or restricting the applicable provisions of law relating to incorporations, sales of securities, or regulating the several professions enumerated in this chapter, except insofar as suc…