- [Execution] Any instrument to be filed in accordance with this chapter shall be executed as follows:
- The charter, and any other instrument to be filed before the election or nomination of the initial board, shall be signed by the incorporator(s). If any incorporator is not available, then any such other instrument may be signed by any person for whom such incorporator, in executing the charter, was acting, provided that such other instrument shall state these circumstances.
- All other instruments shall be signed:
- By any authorized officer of the corporation; or
- If it shall appear from the instrument that there are no such officers, then by a majority of the directors or by such directors as may be designated by the board; or
- If it shall appear from the instrument that there are no such officers or directors, then by the holders of record, or such of them as may be designated by the holders of record, of a majority of all outstanding shares of stock; or
- By the holders of record of all outstanding shares of stock.
- [Acknowledgment] Any instrument to be acknowledged under this chapter must contain either:
- The formal acknowledgment by a person signing the instrument that it is the act/deed of such person or of the corporation, and that the facts stated therein are true. Such acknowledgment shall be made before a person who is authorized by the law of the place of execution to take acknowledgments of deeds. If such person has a seal of office such person shall affix it to the instrument.
- The signature, without more, of the person(s) signing the instrument, in which case such signature(s) shall constitute the affirmation or acknowledgment of the signatory, under penalties of perjury, that the instrument is the act/deed of such person or of the corporation, and that the facts stated therein are true.
- [Filing] Filing requirements in this chapter mean that:
- The signed instrument shall be delivered to the office of the Secretary of State;
- All ancillary taxes and fees shall be tendered to the Secretary of State; and
- The Secretary of State records the date and time of delivery, and, when the required taxes and fees are also tendered, certifies filing by endorsing upon the signed instrument the word “Filed”, and the date and time of its filing. This endorsement is the “filing date”, and is conclusive of the date and time of filing in the absence of actual fraud. …
- The filing date may be post-dated upon request made on or prior to delivery. If the Secretary of State refuses filing due to an imperfection, it may hold such instrument in suspension and, if a replacement instrument is properly filed within 5 business days after notice of such suspension is given to the filer, establish as the filing date the date and time of delivery of the rejected instrument. …
(5) – (7) [Division of filing fees between Secretary of State, counties, and municipalities]
(8) Appropriate information from filed instruments is to be entered into the Delaware Corporation Information System and to be permanently maintained as a public record on a suitable medium. …
- [Effectiveness of filed instruments] Any instrument filed in accordance with subsection (c) shall be effective upon its filing date, unless it provides a later effective date (maximum 90 days after the filing date; prior to such later date, such instrument may be terminated, or its effective date be amended, by the filing of a certificate of termination or amendment).
- [Special provisions] Subsections (a) to (d) do not apply to the extent other sections contain differing specific rules.
- [Corrections] Filed instruments may be corrected by filing a certificate of correction or a corrected instrument (entitled as such), explaining the inaccuracy, if the original instrument is an inaccurate record of the corporate action or was defectively or erroneously executed, sealed or acknowledged. The corrected instrument shall be effective as of the date the original instrument was filed, except as to those persons who are substantially and adversely affected by the correction.
- [No liability of Secretary of State] The Secretary of State shall have no liability for the filing or indexing of defective instruments.
- [Facsimile and electronic signatures] Any required signature may be a facsimile, a conformed signature or an electronically transmitted signature.
- [Pre-dating of filing in extraordinary conditions] [If an instrument could not be filed on a certain date due to ‘extraordinary conditions’, the Secretary of State may nevertheless establish such date as the filing date if the instrument is filed within a reasonable period (maximum 2 days) after the cessation of such ‘extraordinary conditions’. ‘Extraordinary conditions’ are defined to include emergency resulting from war, natural disaster, rioting, etc., or closing down of the Secretary of State’s office because of telephone or electricity outage etc.]
- [No separate filing required to comply with § 131(c)] …