reglab/housing_qa huggingface dataset:
8 DE Code § 154. (2021)
2021 Delaware Code|Title 8 - Corporations|Chapter 1. General Corporation Law|Subchapter V. Stock and Dividends|§ 154. Determination of amount of capital; capital, surplus and net assets defined.

§ 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 which it shall issue from time to time shall be capital; but, in case any of the shares issued shall be shares having a par value, the amount of the part of such consideration so determined to be capital shall be in excess of the aggregate par value of the shares issued for such consideration having a par value, unless all the shares issued shall be shares having a par value, in which case the amount of the part of such consideration so determined to be capital need be only equal to the aggregate par value of such shares. In each such case the board of directors shall specify in dollars the part of such consideration which shall be capital. If the board of directors shall not have determined (1) at the time of issue of any shares of the capital stock of the corporation issued for cash or (2) within 60 days after the issue of any shares of the capital stock of the corporation issued for consideration other than cash what part of the consideration for such shares shall be capital, the capital of the corporation in respect of such shares shall be an amount equal to the aggregate par value of such shares having a par value, plus the amount of the consideration for such shares without par value. The amount of the consideration so determined to be capital in respect of any shares without par value shall be the stated capital of such shares. The capital of the corporation may be increased from time to time by resolution of the board of directors directing that a portion of the net assets of the corporation in excess of the amount so determined to be capital be transferred to the capital account. The board of directors may direct that the portion of such net assets so transferred shall be treated as capital in respect of any shares of the corporation of any designated class or classes. The excess, if any, at any given time, of the net assets of the corporation over the amount so determined to be capital shall be surplus. Net assets means the amount by which total assets exceed total liabilities. Capital and surplus are not liabilities for this purpose. Notwithstanding anything in this section to the contrary, for purposes of this section and §§ 160 and 170 of this title, the capital of any nonstock corporation shall be deemed to be zero. 8 Del. C. 1953, §  154;  56 Del. Laws, c. 50;  59 Del. Laws, c. 106, §  2;  74 Del. Laws, c. 326, §  4;  77 Del. Laws, c. 253, §  15;
8 DE Code § 155. (2021)
2021 Delaware Code|Title 8 - Corporations|Chapter 1. General Corporation Law|Subchapter V. Stock and Dividends|§ 155. Fractions of shares.

§ 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 fractions of a share as of the time when those entitled to receive such fractions are determined or (3) issue scrip or warrants in registered form (either represented by a certificate or uncertificated) or in bearer form (represented by a certificate) which shall entitle the holder to receive a full share upon the surrender of such scrip or warrants aggregating a full share. A certificate for a fractional share or an uncertificated fractional share shall, but scrip or warrants shall not unless otherwise provided therein, entitle the holder to exercise voting rights, to receive dividends thereon and to participate in any of the assets of the corporation in the event of liquidation. The board of directors may cause scrip or warrants to be issued subject to the conditions that they shall become void if not exchanged for certificates representing the full shares or uncertificated full shares before a specified date, or subject to the conditions that the shares for which scrip or warrants are exchangeable may be sold by the corporation and the proceeds thereof distributed to the holders of scrip or warrants, or subject to any other conditions which the board of directors may impose. 8 Del. C. 1953, §  155;  56 Del. Laws, c. 50;  56 Del. Laws, c. 186, §  7;  57 Del. Laws, c. 148, §  11;  64 Del. Laws, c. 112, §  11;
8 DE Code § 156. (2021)
2021 Delaware Code|Title 8 - Corporations|Chapter 1. General Corporation Law|Subchapter V. Stock and Dividends|§ 156. Partly paid shares.

§ 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, or upon the books and records of the corporation in the case of uncertificated partly paid shares, the total amount of the consideration to be paid therefor and the amount paid thereon shall be stated. Upon the declaration of any dividend on fully paid shares, the corporation shall declare a dividend upon partly paid shares of the same class, but only upon the basis of the percentage of the consideration actually paid thereon. 8 Del. C. 1953, §  156;  56 Del. Laws, c. 50;  64 Del. Laws, c. 112, §  12;
8 DE Code § 157. (2021)
2021 Delaware Code|Title 8 - Corporations|Chapter 1. General Corporation Law|Subchapter V. Stock and Dividends|§ 157. Rights and options respecting stock.

§ 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 options entitling the holders thereof to acquire from the corporation any shares of its capital stock of any class or classes, such rights or options to be evidenced by or in such instrument or instruments as shall be approved by the board of directors. (b) The terms upon which, including the time or times which may be limited or unlimited in duration, at or within which, and the consideration (including a formula by which such consideration may be determined) for which any such shares may be acquired from the corporation upon the exercise of any such right or option, shall be such as shall be stated in the certificate of incorporation, or in a resolution adopted by the board of directors providing for the creation and issue of such rights or options, and, in every case, shall be set forth or incorporated by reference in the instrument or instruments evidencing such rights or options. A formula by which such consideration may be determined may include or be made dependent upon facts ascertainable outside the formula, provided the manner in which such facts shall operate upon the formula is clearly and expressly set forth in the formula or in the resolution approving the formula. In the absence of actual fraud in the transaction, the judgment of the directors as to the consideration for the issuance of such rights or options and the sufficiency thereof shall be conclusive. (c) The board of directors may, by a resolution adopted by the board, authorize 1 or more officers of the corporation to do 1 or both of the following: (i) designate officers and employees of the corporation or of any of its subsidiaries to be recipients of such rights or options created by the corporation, and (ii) determine the number of such rights or options to be received by such officers and employees; provided, however, that the resolution so authorizing such officer or officers shall specify the total number of rights or options such officer or officers may so award. The board of directors may not authorize an officer to designate himself or herself as a recipient of any such rights or options. (d) In case the shares of stock of the corporation to be issued upon the exercise of such rights or options shall be shares having a par value, the consideration so to be received therefor shall have a value not less than the par value thereof. In case the shares of stock so to be issued shall be shares of stock without par value, the consideration therefor shall be determined in the manner provided in § 153 of this title. 8 Del. C. 1953, §  157;  56 Del. Laws, c. 50;  70 Del. Laws, c. 186, §  1;  73 Del. Laws, c. 82, §§  4-7;  74 Del. Laws, c. 326, §§  5-7;  80 Del. Laws, c. 40, §  7;
8 DE Code § 158. (2021)
2021 Delaware Code|Title 8 - Corporations|Chapter 1. General Corporation Law|Subchapter V. Stock and Dividends|§ 158. Stock certificates; uncertificated shares.

§ 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 be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the corporation. Every holder of stock represented by certificates shall be entitled to have a certificate signed by, or in the name of, the corporation by any 2 authorized officers of the corporation representing the number of shares registered in certificate form. Any or all the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue. A corporation shall not have power to issue a certificate in bearer form. 8 Del. C. 1953, §  158;  56 Del. Laws, c. 50;  56 Del. Laws, c. 186, §  8;  58 Del. Laws, c. 235, §  2;  64 Del. Laws, c. 112, §  13;  71 Del. Laws, c. 339, §  19;  73 Del. Laws, c. 298, §  3;  75 Del. Laws, c. 30, §  2;  80 Del. Laws, c. 265, § 6;
8 DE Code § 159. (2021)
2021 Delaware Code|Title 8 - Corporations|Chapter 1. General Corporation Law|Subchapter V. Stock and Dividends|§ 159. Shares of stock; personal property, transfer and taxation.

§ 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 chapter shall be taxed by this State when the same shall be owned by nonresidents of this State, or by foreign corporations. Whenever any transfer of shares shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of transfer if, when the certificates are presented to the corporation for transfer or uncertificated shares are requested to be transferred, both the transferor and transferee request the corporation to do so. 8 Del. C. 1953, §  159;  56 Del. Laws, c. 50;  64 Del. Laws, c. 112, §  14;
8 DE Code § 161. (2021)
2021 Delaware Code|Title 8 - Corporations|Chapter 1. General Corporation Law|Subchapter V. Stock and Dividends|§ 161. Issuance of additional stock; when and by whom.

§ 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 committed to be issued, issue or take subscriptions for additional shares of its capital stock up to the amount authorized in its certificate of incorporation. 8 Del. C. 1953, §  161;  56 Del. Laws, c. 50.;
8 DE Code § 162. (2021)
2021 Delaware Code|Title 8 - Corporations|Chapter 1. General Corporation Law|Subchapter V. Stock and Dividends|§ 162. Liability of stockholder or subscriber for stock not paid in full.

§ 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 for such shares shall be bound to pay on each share held or subscribed for by such holder or subscriber the sum necessary to complete the amount of the unpaid balance of the consideration for which such shares were issued or are to be issued by the corporation. (b) The amounts which shall be payable as provided in subsection (a) of this section may be recovered as provided in § 325 of this title, after a writ of execution against the corporation has been returned unsatisfied as provided in said § 325. (c) Any person becoming an assignee or transferee of shares or of a subscription for shares in good faith and without knowledge or notice that the full consideration therefor has not been paid shall not be personally liable for any unpaid portion of such consideration, but the transferor shall remain liable therefor. (d) No person holding shares in any corporation as collateral security shall be personally liable as a stockholder but the person pledging such shares shall be considered the holder thereof and shall be so liable. No executor, administrator, guardian, trustee or other fiduciary shall be personally liable as a stockholder, but the estate or funds held by such executor, administrator, guardian, trustee or other fiduciary in such fiduciary capacity shall be liable. (e) No liability under this section or under § 325 of this title shall be asserted more than 6 years after the issuance of the stock or the date of the subscription upon which the assessment is sought. (f) In any action by a receiver or trustee of an insolvent corporation or by a judgment creditor to obtain an assessment under this section, any stockholder or subscriber for stock of the insolvent corporation may appear and contest the claim or claims of such receiver or trustee. 8 Del. C. 1953, §  162;  56 Del. Laws, c. 50;  71 Del. Laws, c. 339, §  20;
8 DE Code § 163. (2021)
2021 Delaware Code|Title 8 - Corporations|Chapter 1. General Corporation Law|Subchapter V. Stock and Dividends|§ 163. Payment for stock not paid in full.

§ 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 money as the necessities of the business may, in the judgment of the board of directors, require, not exceeding in the whole the balance remaining unpaid on said stock, and such sum so demanded shall be paid to the corporation at such times and by such installments as the directors shall direct. The directors shall give notice of the time and place of such payments, which notice shall be given at least 30 days before the time for such payment, to each holder of or subscriber for stock which is not fully paid at such holder's or subscriber's last known address. 8 Del. C. 1953, §  163;  56 Del. Laws, c. 50;  71 Del. Laws, c. 339, §  21;  82 Del. Laws, c. 45, § 6;
8 DE Code § 164. (2021)
2021 Delaware Code|Title 8 - Corporations|Chapter 1. General Corporation Law|Subchapter V. Stock and Dividends|§ 164. Failure to pay for stock; remedies.

§ 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 installment or call or any balance thereof remaining unpaid, from the said stockholder by an action at law, or they shall sell at public sale such part of the shares of such delinquent stockholder as will pay all demands then due from such stockholder with interest and all incidental expenses, and shall transfer the shares so sold to the purchaser, who shall be entitled to a certificate therefor. Notice of the time and place of such sale and of the sum due on each share shall be given by advertisement at least 1 week before the sale, in a newspaper of the county in this State where such corporation's registered office is located, and such notice shall be mailed by the corporation to such delinquent stockholder at such stockholder's last known post-office address, at least 20 days before such sale. If no bidder can be had to pay the amount due on the stock, and if the amount is not collected by an action at law, which may be brought within the county where the corporation has its registered office, within 1 year from the date of the bringing of such action at law, the said stock and the amount previously paid in by the delinquent stockholder on the stock shall be forfeited to the corporation. 8 Del. C. 1953, §  164;  56 Del. Laws, c. 50;  59 Del. Laws, c. 106, §  4;  71 Del. Laws, c. 339, §  22;
8 DE Code § 165. (2021)
2021 Delaware Code|Title 8 - Corporations|Chapter 1. General Corporation Law|Subchapter V. Stock and Dividends|§ 165. Revocability of preincorporation subscriptions.

§ 165. Revocability of preincorporation subscriptions. Unless otherwise provided by the terms of the subscription, a subscription for stock of a corporation to be formed shall be irrevocable, except with the consent of all other subscribers or the corporation, for a period of 6 months from its date. 8 Del. C. 1953, §  165;  56 Del. Laws, c. 50.;
8 DE Code § 166. (2021)
2021 Delaware Code|Title 8 - Corporations|Chapter 1. General Corporation Law|Subchapter V. Stock and Dividends|§ 166. Formalities required of stock subscriptions.

§ 166. Formalities required of stock subscriptions. A subscription for stock of a corporation, whether made before or after the formation of a corporation, shall not be enforceable against a subscriber, unless in writing and signed by the subscriber or by such subscriber's agent. 8 Del. C. 1953, §  166;  56 Del. Laws, c. 50;  71 Del. Laws, c. 339, §  23;
8 DE Code § 167. (2021)
2021 Delaware Code|Title 8 - Corporations|Chapter 1. General Corporation Law|Subchapter V. Stock and Dividends|§ 167. Lost, stolen or destroyed stock certificates; issuance of new certificate or uncertificated shares.

§ 167. Lost, stolen or destroyed stock certificates; issuance of new certificate or uncertificated shares. A corporation may issue a new certificate of stock or uncertificated shares in place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the corporation may require the owner of the lost, stolen or destroyed certificate, or such owner's legal representative to give the corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate or uncertificated shares. 8 Del. C. 1953, §  167;  56 Del. Laws, c. 50;  64 Del. Laws, c. 112, §  15;  71 Del. Laws, c. 339, §  24;
8 DE Code § 168. (2021)
2021 Delaware Code|Title 8 - Corporations|Chapter 1. General Corporation Law|Subchapter V. Stock and Dividends|§ 168. Judicial proceedings to compel issuance of new certificate or uncertificated shares.

§ 168. Judicial proceedings to compel issuance of new certificate or uncertificated shares. (a) If a corporation refuses to issue new uncertificated shares or a new certificate of stock in place of a certificate theretofore issued by it, or by any corporation of which it is the lawful successor, alleged to have been lost, stolen or destroyed, the owner of the lost, stolen or destroyed certificate or such owner's legal representatives may apply to the Court of Chancery for an order requiring the corporation to show cause why it should not issue new uncertificated shares or a new certificate of stock in place of the certificate so lost, stolen or destroyed. Such application shall be by a complaint which shall state the name of the corporation, the number and date of the certificate, if known or ascertainable by the plaintiff, the number of shares of stock represented thereby and to whom issued, and a statement of the circumstances attending such loss, theft or destruction. Thereupon the court shall make an order requiring the corporation to show cause at a time and place therein designated, why it should not issue new uncertificated shares or a new certificate of stock in place of the one described in the complaint. A copy of the complaint and order shall be served upon the corporation at least 5 days before the time designated in the order. (b) If, upon hearing, the court is satisfied that the plaintiff is the lawful owner of the number of shares of capital stock, or any part thereof, described in the complaint, and that the certificate therefor has been lost, stolen or destroyed, and no sufficient cause has been shown why new uncertificated shares or a new certificate should not be issued in place thereof, it shall make an order requiring the corporation to issue and deliver to the plaintiff new uncertificated shares or a new certificate for such shares. In its order the court shall direct that, prior to the issuance and delivery to the plaintiff of such new uncertificated shares or a new certificate, the plaintiff give the corporation a bond in such form and with such security as to the court appears sufficient to indemnify the corporation against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new uncertificated shares or new certificate. No corporation which has issued uncertificated shares or a certificate pursuant to an order of the court entered hereunder shall be liable in an amount in excess of the amount specified in such bond. 8 Del. C. 1953, §  168;  56 Del. Laws, c. 50;  64 Del. Laws, c. 112, §  16;  71 Del. Laws, c. 339, §  25;
8 DE Code § 169. (2021)
2021 Delaware Code|Title 8 - Corporations|Chapter 1. General Corporation Law|Subchapter V. Stock and Dividends|§ 169. Situs of ownership of stock.

§ 169. Situs of ownership of stock. For all purposes of title, action, attachment, garnishment and jurisdiction of all courts held in this State, but not for the purpose of taxation, the situs of the ownership of the capital stock of all corporations existing under the laws of this State, whether organized under this chapter or otherwise, shall be regarded as in this State. 8 Del. C. 1953, §  169;  56 Del. Laws, c. 50.;