- About
- Del. Gen. Corp. L.
- Glossary
- Subchapter 01. Formation
- § 101. Incorporators; how corporation formed; purposes.
- § 102. Contents of certificate of incorporation.
- § 103. Execution, acknowledgment, filing, recording and effective date of original certificate of incorporation and other instruments; exceptions.
- § 104. Certificate of incorporation; definition.
- § 105. Certificate of incorporation and other certificates; evidence.
- § 106. Commencement of corporate existence.
- § 107. Powers of incorporators.
- § 108. Organization meeting of incorporators or directors named in charter.
- § 109. Bylaws.
- § 110. Emergency bylaws and other powers in emergency.
- § 111. Jurisdiction to interpret, apply, enforce or determine the validity of corporate instruments and provisions of this title.
- § 112. Access to proxy solicitation materials.
- § 113. Proxy expense reimbursement.
- § 114. Application of chapter to nonstock corporations.
- § 115. Forum selection provisions.
- § 116. Document form, signature and delivery.
- Subchapter 02. Powers
- § 121. General powers.
- § 122. Specific powers.
- § 123. Powers respecting securities of other corporations or entities.
- § 124. Effect of lack of corporate capacity or power; ultra vires.
- § 125. Conferring academic or honorary degrees.
- § 126. Banking power denied.
- § 127. Private foundation; powers and duties.
- Subchapter 03. Registered Office and Registered Agent
- § 131. Registered office in State; principal office or place of business in State.
- § 132. Registered agent in State; resident agent.
- § 133. Change of location of registered office; change of registered agent.
- § 134. Change of address or name of registered agent.
- § 135. Resignation of registered agent coupled with appointment of successor.
- § 136. Resignation of registered agent not coupled with appointment of successor.
- Subchapter 04. Directors and Officers
- § 141. Board of directors; powers; number, qualifications, terms and quorum; committees; classes of directors; nonstock corporations; reliance upon books; action without meeting; removal.
- § 142. Officers; titles, duties, selection, term; failure to elect; vacancies.
- § 143. Loans to employees and officers; guaranty of obligations of employees and officers.
- § 144. Interested directors; quorum.
- § 145. Indemnification of officers, directors, employees and agents; insurance.
- § 146. Submission of matters for stockholder vote.
- Subchapter 05. Stock and Dividends
- § 151. Classes and series of stock; redemption; rights.
- § 152. Issuance of stock; lawful consideration; fully paid stock.
- § 153. Consideration for stock.
- § 154. Determination of amount of capital; capital, surplus and net assets defined.
- § 155. Fractions of shares.
- § 156. Partly paid shares.
- § 157. Rights and options respecting stock.
- § 158. Stock certificates; uncertificated shares.
- § 159. Shares of stock; personal property, transfer and taxation.
- § 160. Corporation’s powers respecting ownership, voting, etc., of its own stock; rights of stock called for redemption.
- § 161. Issuance of additional stock; when and by whom.
- § 162. Liability of stockholder or subscriber for stock not paid in full.
- § 163. Payment for stock not paid in full.
- § 164. Failure to pay for stock; remedies.
- § 165. Revocability of preincorporation subscriptions.
- § 166. Formalities required of stock subscriptions.
- § 167. Lost, stolen or destroyed stock certificates; issuance of new certificate or uncertificated shares.
- § 168. Judicial proceedings to compel issuance of new certificate or uncertificated shares.
- § 169. Situs of ownership of stock.
- § 170. Dividends; payment; wasting asset corporations.
- § 171. Special purpose reserves.
- § 172. Liability of directors and committee members as to dividends or stock redemption.
- § 173. Declaration and payment of dividends.
- § 174. Liability of directors for unlawful payment of dividend or unlawful stock purchase or redemption; exoneration from liability; contribution among directors; subrogation.
- Subchapter 06. Stock Transfers
- § 201. Transfer of stock, stock certificates and uncertificated stock.
- § 202. Restrictions on transfer and ownership of securities.
- § 203. Business combinations with interested stockholders.
- § 204. Ratification of defective corporate acts and stock
- § 205. Proceedings regarding validity of defective corporate acts and stock
- Subchapter 07. Meetings, Elections, Voting and Notice
- § 211. Meetings of stockholders.
- § 212. Voting rights of stockholders; proxies; limitations.
- § 213. Fixing date for determination of stockholders of record.
- § 214. Cumulative voting.
- § 215. Voting rights of members of nonstock corporations; quorum; proxies.
- § 216. Quorum and required vote for stock corporations.
- § 217. Voting rights of fiduciaries, pledgors and joint owners of stock.
- § 218. Voting trusts and other voting agreements.
- § 219. List of stockholders entitled to vote; penalty for refusal to produce; stock ledger.
- § 220. Inspection of books and records.
- § 221. Voting, inspection and other rights of bondholders and debenture holders.
- § 222. Notice of meetings and adjourned meetings.
- § 223. Vacancies and newly created directorships.
- § 224. Form of records.
- § 225. Contested election of directors; proceedings to determine validity.
- § 226. Appointment of custodian or receiver of corporation on deadlock or for other cause.
- § 227. Powers of Court in elections of directors.
- § 228. Consent of stockholders or members in lieu of meeting.
- § 229. Waiver of notice.
- § 230. Exception to requirements of notice.
- § 231. Voting procedures and inspectors of elections.
- § 232. Delivery of notice; notice by electronic transmission.
- § 233. Notice to stockholders sharing an address.
- Subchapter 08. Amendment of Certificate of Incorporation; Changes in Capital and Capital Stock
- § 241. Amendment of certificate of incorporation before receipt of payment for stock.
- § 242. Amendment of certificate of incorporation after receipt of payment for stock; nonstock corporations.
- § 243. Retirement of stock.
- § 244. Reduction of capital.
- § 245. Restated certificate of incorporation.
- § 246. [Reserved.]
- Subchapter 09. Merger, Consolidation or Conversion
- § 251. Merger or consolidation of domestic corporations.
- § 252. Merger or consolidation of domestic and foreign corporations; service of process upon surviving or resulting corporation.
- § 253. Merger of parent corporation and subsidiary corporation or corporations
- § 254 – §258: Mergers of Nonstock Corporations and Joint Stock Associations
- § 259. Status, rights, liabilities, of constituent and surviving or resulting corporations following merger or consolidation
- § 260. Powers of corporation surviving or resulting from merger or consolidation; issuance of stock, bonds or other indebtedness
- § 261. Effect of merger upon pending actions
- § 262. Appraisal rights.
- § 263 – § 267
- Subchapter 10. Sale of Assets, Dissolution and Winding Up
- Subchapter 11. Insolvency; Receivers and Trustees
- Subchapter 12. Renewal, Revival, Extension and Restoration of Certificate of Incorporation or Charter
- Subchapter 13. Suits Against Corporations, Directors, Officers or Stockholders
- Subchapter 14. Close Corporations; Special Provisions
- Subchapter 15. Public Benefit Corporations
- § 361 Law applicable to PBCs; how formed.
- § 362 Public benefit corporation defined; contents of certificate of incorporation.
- § 363 Nonprofit nonstock corporations
- § 364 Stock certificates; notices regarding uncertificated stock.
- § 365 Duties of directors.
- § 366 Periodic statements and third-party certification.
- § 367 Suits to enforce the requirements of §365(a).
- § 368 No effect on other corporations.
- Subchapter 16. Foreign Corporations
- Subchapter 17. Domestication and Transfer
- Subchapter 18. Miscellaneous Provisions
- Federal proxy rules
- Rule 14a-01: Definitions [verbatim, emphasis added]
- Rule 14a-02: Solicitations to which Rules 14a–3 to 14a–15 apply
- Rule 14a-03 Information to be furnished to security holders
- Rule 14a-04 Requirements as to proxy
- Rule 14a-05 Presentation of information in proxy statement
- Rule 14a-06 Filing requirements
- Rule 14a-07 Obligations of registrants to provide a list of, or mail soliciting material to, security holders
- Rule 14a-08 Shareholder proposals
- Rule 14a-09 False or misleading statements
- Rule 14a-10 Prohibition of certain solicitations
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