reglab/housing_qa huggingface dataset:
8 DE Code § 352. (2021)
2021 Delaware Code|Title 8 - Corporations|Chapter 1. General Corporation Law|Subchapter XIV. Close Corporations; Special Provisions|§ 352. Appointment of custodian for close corporation.

§ 352. Appointment of custodian for close corporation. (a) In addition to § 226 of this title respecting the appointment of a custodian for any corporation, 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 any close corporation when:  (1) Pursuant to § 351 of this title the business and affairs of the corporation are managed by the stockholders and they are so divided that the business of the corporation is suffering or is threatened with irreparable injury and any remedy with respect to such deadlock provided in the certificate of incorporation or bylaws or in any written agreement of the stockholders has failed; or (2) The petitioning stockholder has the right to the dissolution of the corporation under a provision of the certificate of incorporation permitted by § 355 of this title. (b) In lieu of appointing a custodian for a close corporation under this section or § 226 of this title the Court of Chancery may appoint a provisional director, whose powers and status shall be as provided in § 353 of this title if the Court determines that it would be in the best interest of the corporation. Such appointment shall not preclude any subsequent order of the Court appointing a custodian for such corporation. 8 Del. C. 1953, §  352;  56 Del. Laws, c. 50.;
8 DE Code § 353. (2021)
2021 Delaware Code|Title 8 - Corporations|Chapter 1. General Corporation Law|Subchapter XIV. Close Corporations; Special Provisions|§ 353. Appointment of a provisional director in certain cases.

§ 353. Appointment of a provisional director in certain cases. (a) Notwithstanding any contrary provision of the certificate of incorporation or the bylaws or agreement of the stockholders, the Court of Chancery may appoint a provisional director for a close corporation if the directors are so divided respecting the management of the corporation's business and affairs that the votes required for action by the board of directors cannot be obtained with the consequence that the business and affairs of the corporation can no longer be conducted to the advantage of the stockholders generally. (b) An application for relief under this section must be filed (1) by at least one half of the number of directors then in office, (2) by the holders of at least one third of all stock then entitled to elect directors, or, (3) if there be more than 1 class of stock then entitled to elect 1 or more directors, by the holders of two thirds of the stock of any such class; but the certificate of incorporation of a close corporation may provide that a lesser proportion of the directors or of the stockholders or of a class of stockholders may apply for relief under this section. (c) A provisional director shall be an impartial person who is neither a stockholder nor a creditor of the corporation or of any subsidiary or affiliate of the corporation, and whose further qualifications, if any, may be determined by the Court of Chancery. A provisional director is not a receiver of the corporation and does not have the title and powers of a custodian or receiver appointed under §§ 226 and 291 of this title. A provisional director shall have all the rights and powers of a duly elected director of the corporation, including the right to notice of and to vote at meetings of directors, until such time as such person shall be removed by order of the Court of Chancery or by the holders of a majority of all shares then entitled to vote to elect directors or by the holders of two thirds of the shares of that class of voting shares which filed the application for appointment of a provisional director. A provisional director's compensation shall be determined by agreement between such person and the corporation subject to approval of the Court of Chancery, which may fix such person's compensation in the absence of agreement or in the event of disagreement between the provisional director and the corporation. (d) Even though the requirements of subsection (b) of this section relating to the number of directors or stockholders who may petition for appointment of a provisional director are not satisfied, the Court of Chancery may nevertheless appoint a provisional director if permitted by § 352(b) of this title. 8 Del. C. 1953, §  353;  56 Del. Laws, c. 50;  71 Del. Laws, c. 339, §  78;
8 DE Code § 354. (2021)
2021 Delaware Code|Title 8 - Corporations|Chapter 1. General Corporation Law|Subchapter XIV. Close Corporations; Special Provisions|§ 354. Operating corporation as partnership.

§ 354. Operating corporation as partnership. No written agreement among stockholders of a close corporation, nor any provision of the certificate of incorporation or of the bylaws of the corporation, which agreement or provision relates to any phase of the affairs of such corporation, including but not limited to the management of its business or declaration and payment of dividends or other division of profits or the election of directors or officers or the employment of stockholders by the corporation or the arbitration of disputes, shall be invalid on the ground that it is an attempt by the parties to the agreement or by the stockholders of the corporation to treat the corporation as if it were a partnership or to arrange relations among the stockholders or between the stockholders and the corporation in a manner that would be appropriate only among partners. 8 Del. C. 1953, §  354;  56 Del. Laws, c. 50.;
8 DE Code § 355. (2021)
2021 Delaware Code|Title 8 - Corporations|Chapter 1. General Corporation Law|Subchapter XIV. Close Corporations; Special Provisions|§ 355. Stockholders' option to dissolve corporation.

§ 355. Stockholders' option to dissolve corporation. (a) The certificate of incorporation of any close corporation may include a provision granting to any stockholder, or to the holders of any specified number or percentage of shares of any class of stock, an option to have the corporation dissolved at will or upon the occurrence of any specified event or contingency. Whenever any such option to dissolve is exercised, the stockholders exercising such option shall give written notice thereof to all other stockholders. After the expiration of 30 days following the sending of such notice, the dissolution of the corporation shall proceed as if the required number of stockholders having voting power had consented in writing to dissolution of the corporation as provided by § 228 of this title. (b) If the certificate of incorporation as originally filed does not contain a provision authorized by subsection (a) of this section, the certificate may be amended to include such provision if adopted by the affirmative vote of the holders of all the outstanding stock, whether or not entitled to vote, unless the certificate of incorporation specifically authorizes such an amendment by a vote which shall be not less than 2/3 of all the outstanding stock whether or not entitled to vote. (c) Each stock certificate in any corporation whose certificate of incorporation authorizes dissolution as permitted by this section shall conspicuously note on the face thereof the existence of the provision. Unless noted conspicuously on the face of the stock certificate, the provision is ineffective. 8 Del. C. 1953, §  355;  56 Del. Laws, c. 50;  56 Del. Laws, c. 186, §  27;
8 DE Code § 356. (2021)
2021 Delaware Code|Title 8 - Corporations|Chapter 1. General Corporation Law|Subchapter XIV. Close Corporations; Special Provisions|§ 356. Effect of this subchapter on other laws.

§ 356. Effect of this subchapter on other laws. This subchapter shall not be deemed to repeal any statute or rule of law which is or would be applicable to any corporation which is organized under this chapter but is not a close corporation. 8 Del. C. 1953, §  356;  56 Del. Laws, c. 50.;
8 DE Code § 361. (2021)
2021 Delaware Code|Title 8 - Corporations|Chapter 1. General Corporation Law|Subchapter XV. Public Benefit Corporations|§ 361. Law applicable to public benefit corporations; how formed.

§ 361. Law applicable to public benefit corporations; how formed. This subchapter applies to all public benefit corporations, as defined in § 362 of this title. If a corporation elects to become a public benefit corporation under this subchapter in the manner prescribed in this subchapter, it shall be subject in all respects to the provisions of this chapter, except to the extent this subchapter imposes additional or different requirements, in which case such requirements shall apply. 79 Del. Laws, c. 122, §  8;
8 DE Code § 362. (2021)
2021 Delaware Code|Title 8 - Corporations|Chapter 1. General Corporation Law|Subchapter XV. Public Benefit Corporations|§ 362. Public benefit corporation defined; contents of certificate of incorporation.

§ 362. Public benefit corporation defined; contents of certificate of incorporation. (a) A “public benefit corporation” is a for-profit corporation organized under and subject to the requirements of this chapter that is intended to produce a public benefit or public benefits and to operate in a responsible and sustainable manner. To that end, a public benefit corporation shall be managed in a manner that balances the stockholders' pecuniary interests, the best interests of those materially affected by the corporation's conduct, and the public benefit or public benefits identified in its certificate of incorporation. In the certificate of incorporation, a public benefit corporation shall:  (1) Identify within its statement of business or purpose pursuant to § 102(a)(3) of this title one or more specific public benefits to be promoted by the corporation; and (2) State within its heading that it is a public benefit corporation. (b) “Public benefit” means a positive effect (or reduction of negative effects) on 1 or more categories of persons, entities, communities or interests (other than stockholders in their capacities as stockholders) including, but not limited to, effects of an artistic, charitable, cultural, economic, educational, environmental, literary, medical, religious, scientific or technological nature. “Public benefit provisions” means the provisions of a certificate of incorporation contemplated by this subchapter. (c) The name of the public benefit corporation may contain the words “public benefit corporation,” or the abbreviation “P.B.C.,” or the designation “PBC,” which shall be deemed to satisfy the requirements of § 102(a)(1)(i) of this title. If the name does not contain such language, the corporation shall, prior to issuing unissued shares of stock or disposing of treasury shares, provide notice to any person to whom such stock is issued or who acquires such treasury shares that it is a public benefit corporation; provided that such notice need not be provided if the issuance or disposal is pursuant to an offering registered under the Securities Act of 1933 [15 U.S.C. § 77r et seq.] or if, at the time of issuance or disposal, the corporation has a class of securities that is registered under the Securities Exchange Act of 1934 [15 U.S.C. § 78a et seq.]. 79 Del. Laws, c. 122, §  8;  80 Del. Laws, c. 40, §  11;
8 DE Code § 363. (2021)
2021 Delaware Code|Title 8 - Corporations|Chapter 1. General Corporation Law|Subchapter XV. Public Benefit Corporations|§ 363. Nonprofit nonstock corporations [For application of this section, see 82 Del. Laws, c. 256, § 24].

§ 363. Nonprofit nonstock corporations [For application of this section, see 82 Del. Laws, c. 256, § 24]. A nonprofit nonstock corporation may not be a constituent corporation to any merger or consolidation with a public benefit corporation or in which the certificate of incorporation of the surviving corporation is amended to include a provision authorized by § 362 (a)(1) of this title. 79 Del. Laws, c. 122, §  8;  80 Del. Laws, c. 40, §§  12-14;  82 Del. Laws, c. 256, § 17;
8 DE Code § 364. (2021)
2021 Delaware Code|Title 8 - Corporations|Chapter 1. General Corporation Law|Subchapter XV. Public Benefit Corporations|§ 364. Stock certificates; notices regarding uncertificated stock.

§ 364. Stock certificates; notices regarding uncertificated stock. Any stock certificate issued by a public benefit corporation shall note conspicuously that the corporation is a public benefit corporation formed pursuant to this subchapter. Any notice given by a public benefit corporation pursuant to § 151(f) of this title shall state conspicuously that the corporation is a public benefit corporation formed pursuant to this subchapter. 79 Del. Laws, c. 122, §  8;  81 Del. Laws, c. 86, § 36;
8 DE Code § 365. (2021)
2021 Delaware Code|Title 8 - Corporations|Chapter 1. General Corporation Law|Subchapter XV. Public Benefit Corporations|§ 365. Duties of directors.

§ 365. Duties of directors. (a) The board of directors shall manage or direct the business and affairs of the public benefit corporation in a manner that balances the pecuniary interests of the stockholders, the best interests of those materially affected by the corporation's conduct, and the specific public benefit or public benefits identified in its certificate of incorporation. (b) A director of a public benefit corporation shall not, by virtue of the public benefit provisions or § 362(a) of this title, have any duty to any person on account of any interest of such person in the public benefit or public benefits identified in the certificate of incorporation or on account of any interest materially affected by the corporation's conduct and, with respect to a decision implicating the balance requirement in subsection (a) of this section, will be deemed to satisfy such director's fiduciary duties to stockholders and the corporation if such director's decision is both informed and disinterested and not such that no person of ordinary, sound judgment would approve. (c) A director's ownership of or other interest in the stock of the public benefit corporation shall not alone, for the purposes of this section, create a conflict of interest on the part of the director with respect to the director's decision implicating the balancing requirement in subsection (a) of this section, except to the extent that such ownership or interest would create a conflict of interest if the corporation were not a public benefit corporation. In the absence of a conflict of interest, no failure to satisfy that balancing requirement shall, for the purposes of § 102(b)(7) or § 145 of this title, constitute an act or omission not in good faith, or a breach of the duty of loyalty, unless the certificate of incorporation so provides. 79 Del. Laws, c. 122, §  8;  82 Del. Laws, c. 256, § 18;
8 DE Code § 366. (2021)
2021 Delaware Code|Title 8 - Corporations|Chapter 1. General Corporation Law|Subchapter XV. Public Benefit Corporations|§ 366. Periodic statements and third-party certification.

§ 366. Periodic statements and third-party certification. (a) A public benefit corporation shall include in every notice of a meeting of stockholders a statement to the effect that it is a public benefit corporation formed pursuant to this subchapter. (b) A public benefit corporation shall no less than biennially provide its stockholders with a statement as to the corporation's promotion of the public benefit or public benefits identified in the certificate of incorporation and of the best interests of those materially affected by the corporation's conduct. The statement shall include:  (1) The objectives the board of directors has established to promote such public benefit or public benefits and interests; (2) The standards the board of directors has adopted to measure the corporation's progress in promoting such public benefit or public benefits and interests; (3) Objective factual information based on those standards regarding the corporation's success in meeting the objectives for promoting such public benefit or public benefits and interests; and (4) An assessment of the corporation's success in meeting the objectives and promoting such public benefit or public benefits and interests. (c) The certificate of incorporation or bylaws of a public benefit corporation may require that the corporation:  (1) Provide the statement described in subsection (b) of this section more frequently than biennially; (2) Make the statement described in subsection (b) of this section available to the public; and/or (3) Use a third-party standard in connection with and/or attain a periodic third-party certification addressing the corporation's promotion of the public benefit or public benefits identified in the certificate of incorporation and/or the best interests of those materially affected by the corporation's conduct.79 Del. Laws, c. 122, §  8;
8 DE Code § 367. (2021)
2021 Delaware Code|Title 8 - Corporations|Chapter 1. General Corporation Law|Subchapter XV. Public Benefit Corporations|§ 367. Suits to enforce the requirements of § 365(a) of this title.

§ 367. Suits to enforce the requirements of § 365(a) of this title. Any action to enforce the balancing requirement of § 365(a) of this title, including any individual, derivative or any other type of action, may not be brought unless the plaintiffs in such action own individually or collectively, as of the date of instituting such action, at least 2% of the corporation's outstanding shares or, in the case of a corporation with shares listed on a national securities exchange, the lesser of such percentage or shares of the corporation with a market value of at least $2,000,000 as of the date the action is instituted. This section shall not relieve the plaintiffs from complying with any other conditions applicable to filing a derivative action including § 327 of this title and any rules of the court in which the action is filed. 79 Del. Laws, c. 122, §  8;  82 Del. Laws, c. 256, § 19;
8 DE Code § 368. (2021)
2021 Delaware Code|Title 8 - Corporations|Chapter 1. General Corporation Law|Subchapter XV. Public Benefit Corporations|§ 368. No effect on other corporations.

§ 368. No effect on other corporations. This subchapter shall not affect a statute or rule of law that is applicable to a corporation that is not a public benefit corporation, except as provided in § 363 of this title. 79 Del. Laws, c. 122, §  8;
8 DE Code § 372. (2021)
2021 Delaware Code|Title 8 - Corporations|Chapter 1. General Corporation Law|Subchapter XVI. Foreign Corporations|§ 372. Additional requirements in case of change of name, change of business purpose or merger or consolidation.

§ 372. Additional requirements in case of change of name, change of business purpose or merger or consolidation. (a) Every foreign corporation admitted to do business in this State which shall change its corporate name, or enlarge, limit or otherwise change the business which it proposes to do in this State, shall, within 30 days after the time said change becomes effective, file with the Secretary of State a certificate, which shall set forth:  (1) The name of the foreign corporation as it appears on the records of the Secretary of State of this State; (2) The jurisdiction of its incorporation; (3) The date it was authorized to do business in this State; (4) If the name of the foreign corporation has been changed, a statement of the name relinquished, a statement of the new name and a statement that the change of name has been effected under the laws of the jurisdiction of its incorporation and the date the change was effected; (5) If the business it proposes to do in this State is to be enlarged, limited or otherwise changed, a statement reflecting such change and a statement that it is authorized to do in the jurisdiction of its incorporation the business which it proposes to do in this State. (b) Whenever a foreign corporation authorized to transact business in this State shall be the survivor of a merger permitted by the laws of the state or country in which it is incorporated, it shall, within 30 days after the merger becomes effective, file a certificate, issued by the proper officer of the state or country of its incorporation, attesting to the occurrence of such event. If the merger has changed the corporate name of such foreign corporation or has enlarged, limited or otherwise changed the business it proposes to do in this State, it shall also comply with subsection (a) of this section. (c) Whenever a foreign corporation authorized to transact business in this State ceases to exist because of a statutory merger or consolidation, it shall comply with § 381 of this title. (d) The Secretary of State shall be paid, for the use of the State, $50 for filing and indexing each certificate required by subsection (a) or (b) of this section, and in the event of a change of name an additional $50 shall be paid for a certificate to be issued as evidence of filing the change of name. 8 Del. C. 1953, §  372;  56 Del. Laws, c. 50;  57 Del. Laws, c. 421, §  13;  67 Del. Laws, c. 229, §  13;  77 Del. Laws, c. 78, §  38;  79 Del. Laws, c. 122, §  9;
8 DE Code § 373. (2021)
2021 Delaware Code|Title 8 - Corporations|Chapter 1. General Corporation Law|Subchapter XVI. Foreign Corporations|§ 373. Exceptions to requirements.

§ 373. Exceptions to requirements. (a) No foreign corporation shall be required to comply with §§ 371 and 372 of this title, under any of the following conditions:  (1) If it is in the mail order or a similar business, merely receiving orders by mail or otherwise in pursuance of letters, circulars, catalogs or other forms of advertising, or solicitation, accepting the orders outside this State, and filling them with goods shipped into this State; (2) If it employs salespersons, either resident or traveling, to solicit orders in this State, either by display of samples or otherwise (whether or not maintaining sales offices in this State), all orders being subject to approval at the offices of the corporation without this State, and all goods applicable to the orders being shipped in pursuance thereof from without this State to the vendee or to the seller or such seller's agent for delivery to the vendee, and if any samples kept within this State are for display or advertising purposes only, and no sales, repairs or replacements are made from stock on hand in this State; (3) If it sells, by contract consummated outside this State, and agrees, by the contract, to deliver into this State, machinery, plants or equipment, the construction, erection or installation of which within this State requires the supervision of technical engineers or skilled employees performing services not generally available, and as a part of the contract of sale agrees to furnish such services, and such services only, to the vendee at the time of construction, erection or installation; (4) If its business operations within this State, although not falling within the terms of paragraphs (a)(1), (2) and (3) of this section or any of them, are nevertheless wholly interstate in character; (5) If it is an insurance company doing business in this State; (6) If it creates, as borrower or lender, or acquires, evidences of debt, mortgages or liens on real or personal property; (7) If it secures or collects debts or enforces any rights in property securing the same. (b) This section shall have no application to the question of whether any foreign corporation is subject to service of process and suit in this State under § 382 of this title or any other law of this State. 8 Del. C. 1953, §  373;  56 Del. Laws, c. 50;  59 Del. Laws, c. 438, §  1;  71 Del. Laws, c. 339, §  79;  79 Del. Laws, c. 122, §  9;