reglab/housing_qa huggingface dataset:
8 DE Code § 322. (2021)
2021 Delaware Code|Title 8 - Corporations|Chapter 1. General Corporation Law|Subchapter XIII. Suits Against Corporations, Directors, Officers or Stockholders|§ 322. Failure of corporation to obey order of court; appointment of receiver.

§ 322. Failure of corporation to obey order of court; appointment of receiver. Whenever any corporation shall refuse, fail or neglect to obey any order or decree of any court of this State within the time fixed by the court for its observance, such refusal, failure or neglect shall be a sufficient ground for the appointment of a receiver of the corporation by the Court of Chancery. If the corporation be a foreign corporation, such refusal, failure or neglect shall be a sufficient ground for the appointment of a receiver of the assets of the corporation within this State. 8 Del. C. 1953, §  322;  56 Del. Laws, c. 50.;
8 DE Code § 323. (2021)
2021 Delaware Code|Title 8 - Corporations|Chapter 1. General Corporation Law|Subchapter XIII. Suits Against Corporations, Directors, Officers or Stockholders|§ 323. Failure of corporation to obey writ of mandamus; quo warranto proceedings for forfeiture of charter.

§ 323. Failure of corporation to obey writ of mandamus; quo warranto proceedings for forfeiture of charter. If any corporation fails to obey the mandate of any peremptory writ of mandamus issued by a court of competent jurisdiction of this State for a period of 30 days after the serving of the writ upon the corporation in any manner as provided by the laws of this State for the service of writs, any party in interest in the proceeding in which the writ of mandamus issued may file a statement of such fact prepared by such party or such party's attorney with the Attorney General of this State, and it shall thereupon be the duty of the Attorney General to forthwith commence proceedings of quo warranto against the corporation in a court of competent jurisdiction, and the court, upon competent proof of such state of facts and proper proceedings had in such proceeding in quo warranto, shall decree the charter of the corporation forfeited. 8 Del. C. 1953, §  323;  56 Del. Laws, c. 50;  71 Del. Laws, c. 339, §  67;
8 DE Code § 325. (2021)
2021 Delaware Code|Title 8 - Corporations|Chapter 1. General Corporation Law|Subchapter XIII. Suits Against Corporations, Directors, Officers or Stockholders|§ 325. Actions against officers, directors or stockholders to enforce liability of corporation; unsatisfied judgment against corporation.

§ 325. Actions against officers, directors or stockholders to enforce liability of corporation; unsatisfied judgment against corporation. (a) When the officers, directors or stockholders of any corporation shall be liable by the provisions of this chapter to pay the debts of the corporation, or any part thereof, any person to whom they are liable may have an action, at law or in equity, against any 1 or more of them, and the complaint shall state the claim against the corporation, and the ground on which the plaintiff expects to charge the defendants personally. (b) No suit shall be brought against any officer, director or stockholder for any debt of a corporation of which such person is an officer, director or stockholder, until judgment be obtained therefor against the corporation and execution thereon returned unsatisfied. 8 Del. C. 1953, §  325;  56 Del. Laws, c. 50;  71 Del. Laws, c. 339, §  71;
8 DE Code § 326. (2021)
2021 Delaware Code|Title 8 - Corporations|Chapter 1. General Corporation Law|Subchapter XIII. Suits Against Corporations, Directors, Officers or Stockholders|§ 326. Action by officer, director or stockholder against corporation for corporate debt paid.

§ 326. Action by officer, director or stockholder against corporation for corporate debt paid. When any officer, director or stockholder shall pay any debt of a corporation for which such person is made liable by the provisions of this chapter, such person may recover the amount so paid in an action against the corporation for money paid for its use, and in such action only the property of the corporation shall be liable to be taken, and not the property of any stockholder. 8 Del. C. 1953, §  326;  56 Del. Laws, c. 50;  71 Del. Laws, c. 339, §  72;
8 DE Code § 327. (2021)
2021 Delaware Code|Title 8 - Corporations|Chapter 1. General Corporation Law|Subchapter XIII. Suits Against Corporations, Directors, Officers or Stockholders|§ 327. Stockholder's derivative action; allegation of stock ownership.

§ 327. Stockholder's derivative action; allegation of stock ownership. In any derivative suit instituted by a stockholder of a corporation, it shall be averred in the complaint that the plaintiff was a stockholder of the corporation at the time of the transaction of which such stockholder complains or that such stockholder's stock thereafter devolved upon such stockholder by operation of law. 8 Del. C. 1953, §  327;  56 Del. Laws, c. 50;  71 Del. Laws, c. 339, §  73;
8 DE Code § 328. (2021)
2021 Delaware Code|Title 8 - Corporations|Chapter 1. General Corporation Law|Subchapter XIII. Suits Against Corporations, Directors, Officers or Stockholders|§ 328. Effect of liability of corporation on impairment of certain transactions.

§ 328. Effect of liability of corporation on impairment of certain transactions. The liability of a corporation of this State, or the stockholders, directors or officers thereof, or the rights or remedies of the creditors thereof, or of persons doing or transacting business with the corporation, shall not in any way be lessened or impaired by the sale of its assets, or by the increase or decrease in the capital stock of the corporation, or by its merger or consolidation with 1 or more corporations or by any change or amendment in its certificate of incorporation. 8 Del. C. 1953, §  328;  56 Del. Laws, c. 50.;
8 DE Code § 329. (2021)
2021 Delaware Code|Title 8 - Corporations|Chapter 1. General Corporation Law|Subchapter XIII. Suits Against Corporations, Directors, Officers or Stockholders|§ 329. Defective organization of corporation as defense.

§ 329. Defective organization of corporation as defense. (a) No corporation of this State and no person sued by any such corporation shall be permitted to assert the want of legal organization as a defense to any claim. (b) This section shall not be construed to prevent judicial inquiry into the regularity or validity of the organization of a corporation, or its lawful possession of any corporate power it may assert in any other suit or proceeding where its corporate existence or the power to exercise the corporate rights it asserts is challenged, and evidence tending to sustain the challenge shall be admissible in any such suit or proceeding. 8 Del. C. 1953, §  329;  56 Del. Laws, c. 50.;
8 DE Code § 330. (2021)
2021 Delaware Code|Title 8 - Corporations|Chapter 1. General Corporation Law|Subchapter XIII. Suits Against Corporations, Directors, Officers or Stockholders|§ 330. Usury; pleading by corporation.

§ 330. Usury; pleading by corporation. No corporation shall plead any statute against usury in any court of law or equity in any suit instituted to enforce the payment of any bond, note or other evidence of indebtedness issued or assumed by it. 8 Del. C. 1953, §  330;  56 Del. Laws, c. 50.;
8 DE Code § 341. (2021)
2021 Delaware Code|Title 8 - Corporations|Chapter 1. General Corporation Law|Subchapter XIV. Close Corporations; Special Provisions|§ 341. Law applicable to close corporation.

§ 341. Law applicable to close corporation. (a) This subchapter applies to all close corporations, as defined in § 342 of this title. Unless a corporation elects to become a close corporation under this subchapter in the manner prescribed in this subchapter, it shall be subject in all respects to this chapter, except this subchapter. (b) This chapter shall be applicable to all close corporations, as defined in § 342 of this title, except insofar as this subchapter otherwise provides. 8 Del. C. 1953, §  341;  56 Del. Laws, c. 50.;
8 DE Code § 342. (2021)
2021 Delaware Code|Title 8 - Corporations|Chapter 1. General Corporation Law|Subchapter XIV. Close Corporations; Special Provisions|§ 342. Close corporation defined; contents of certificate of incorporation.

§ 342. Close corporation defined; contents of certificate of incorporation. (a) A close corporation is a corporation organized under this chapter whose certificate of incorporation contains the provisions required by § 102 of this title and, in addition, provides that:  (1) All of the corporation's issued stock of all classes, exclusive of treasury shares, shall be represented by certificates and shall be held of record by not more than a specified number of persons, not exceeding 30; and (2) All of the issued stock of all classes shall be subject to 1 or more of the restrictions on transfer permitted by § 202 of this title; and (3) The corporation shall make no offering of any of its stock of any class which would constitute a “public offering” within the meaning of the United States Securities Act of 1933 [15 U.S.C. § 77a et seq.] as it may be amended from time to time. (b) The certificate of incorporation of a close corporation may set forth the qualifications of stockholders, either by specifying classes of persons who shall be entitled to be holders of record of stock of any class, or by specifying classes of persons who shall not be entitled to be holders of stock of any class or both. (c) For purposes of determining the number of holders of record of the stock of a close corporation, stock which is held in joint or common tenancy or by the entireties shall be treated as held by 1 stockholder. 8 Del. C. 1953, §  342;  56 Del. Laws, c. 50;  64 Del. Laws, c. 112, §  59;
8 DE Code § 343. (2021)
2021 Delaware Code|Title 8 - Corporations|Chapter 1. General Corporation Law|Subchapter XIV. Close Corporations; Special Provisions|§ 343. Formation of a close corporation.

§ 343. Formation of a close corporation. A close corporation shall be formed in accordance with §§ 101, 102 and 103 of this title, except that:  (1) Its certificate of incorporation shall contain a heading stating the name of the corporation and that it is a close corporation; and (2) Its certificate of incorporation shall contain the provisions required by § 342 of this title.8 Del. C. 1953, §  343;  56 Del. Laws, c. 50.;
8 DE Code § 344. (2021)
2021 Delaware Code|Title 8 - Corporations|Chapter 1. General Corporation Law|Subchapter XIV. Close Corporations; Special Provisions|§ 344. Election of existing corporation to become a close corporation.

§ 344. Election of existing corporation to become a close corporation. Any corporation organized under this chapter may become a close corporation under this subchapter by executing, acknowledging and filing, in accordance with § 103 of this title, a certificate of amendment of its certificate of incorporation which shall contain a statement that it elects to become a close corporation, the provisions required by § 342 of this title to appear in the certificate of incorporation of a close corporation, and a heading stating the name of the corporation and that it is a close corporation. Such amendment shall be adopted in accordance with the requirements of § 241 or 242 of this title, except that it must be approved by a vote of the holders of record of at least 2/3 of the shares of each class of stock of the corporation which are outstanding. 8 Del. C. 1953, §  344;  56 Del. Laws, c. 50;  57 Del. Laws, c. 148, §  34;  70 Del. Laws, c. 587, §  32;
8 DE Code § 345. (2021)
2021 Delaware Code|Title 8 - Corporations|Chapter 1. General Corporation Law|Subchapter XIV. Close Corporations; Special Provisions|§ 345. Limitations on continuation of close corporation status.

§ 345. Limitations on continuation of close corporation status. A close corporation continues to be such and to be subject to this subchapter until:  (1) It files with the Secretary of State a certificate of amendment deleting from its certificate of incorporation the provisions required or permitted by § 342 of this title to be stated in the certificate of incorporation to qualify it as a close corporation; or (2) Any 1 of the provisions or conditions required or permitted by § 342 of this title to be stated in a certificate of incorporation to qualify a corporation as a close corporation has in fact been breached and neither the corporation nor any of its stockholders takes the steps required by § 348 of this title to prevent such loss of status or to remedy such breach.8 Del. C. 1953, §  345;  56 Del. Laws, c. 50.;
8 DE Code § 346. (2021)
2021 Delaware Code|Title 8 - Corporations|Chapter 1. General Corporation Law|Subchapter XIV. Close Corporations; Special Provisions|§ 346. Voluntary termination of close corporation status by amendment of certificate of incorporation; vote required.

§ 346. Voluntary termination of close corporation status by amendment of certificate of incorporation; vote required. (a) A corporation may voluntarily terminate its status as a close corporation and cease to be subject to this subchapter by amending its certificate of incorporation to delete therefrom the additional provisions required or permitted by § 342 of this title to be stated in the certificate of incorporation of a close corporation. Any such amendment shall be adopted and shall become effective in accordance with § 242 of this title, except that it must be approved by a vote of the holders of record of at least 2/3 of the shares of each class of stock of the corporation which are outstanding. (b) The certificate of incorporation of a close corporation may provide that on any amendment to terminate its status as a close corporation, a vote greater than 2/3 or a vote of all shares of any class shall be required; and if the certificate of incorporation contains such a provision, that provision shall not be amended, repealed or modified by any vote less than that required to terminate the corporation's status as a close corporation. 8 Del. C. 1953, §  346;  56 Del. Laws, c. 50.;
8 DE Code § 347. (2021)
2021 Delaware Code|Title 8 - Corporations|Chapter 1. General Corporation Law|Subchapter XIV. Close Corporations; Special Provisions|§ 347. Issuance or transfer of stock of a close corporation in breach of qualifying conditions.

§ 347. Issuance or transfer of stock of a close corporation in breach of qualifying conditions. (a) If stock of a close corporation is issued or transferred to any person who is not entitled under any provision of the certificate of incorporation permitted by § 342(b) of this title to be a holder of record of stock of such corporation, and if the certificate for such stock conspicuously notes the qualifications of the persons entitled to be holders of record thereof, such person is conclusively presumed to have notice of the fact of such person's ineligibility to be a stockholder. (b) If the certificate of incorporation of a close corporation states the number of persons, not in excess of 30, who are entitled to be holders of record of its stock, and if the certificate for such stock conspicuously states such number, and if the issuance or transfer of stock to any person would cause the stock to be held by more than such number of persons, the person to whom such stock is issued or transferred is conclusively presumed to have notice of this fact. (c) If a stock certificate of any close corporation conspicuously notes the fact of a restriction on transfer of stock of the corporation, and the restriction is one which is permitted by § 202 of this title, the transferee of the stock is conclusively presumed to have notice of the fact that such person has acquired stock in violation of the restriction, if such acquisition violates the restriction. (d) Whenever any person to whom stock of a close corporation has been issued or transferred has, or is conclusively presumed under this section to have, notice either:  (1) That such person is a person not eligible to be a holder of stock of the corporation, or (2) That transfer of stock to such person would cause the stock of the corporation to be held by more than the number of persons permitted by its certificate of incorporation to hold stock of the corporation, or (3) That the transfer of stock is in violation of a restriction on transfer of stock, the corporation may, at its option, refuse to register transfer of the stock into the name of the transferee. (e) Subsection (d) of this section shall not be applicable if the transfer of stock, even though otherwise contrary to subsection (a), (b) or (c) of this section has been consented to by all the stockholders of the close corporation, or if the close corporation has amended its certificate of incorporation in accordance with § 346 of this title. (f) The term “transfer,” as used in this section, is not limited to a transfer for value. (g) The provisions of this section do not in any way impair any rights of a transferee regarding any right to rescind the transaction or to recover under any applicable warranty express or implied. 8 Del. C. 1953, §  347;  56 Del. Laws, c. 50;  71 Del. Laws, c. 339, §§  74-76;
8 DE Code § 348. (2021)
2021 Delaware Code|Title 8 - Corporations|Chapter 1. General Corporation Law|Subchapter XIV. Close Corporations; Special Provisions|§ 348. Involuntary termination of close corporation status; proceeding to prevent loss of status.

§ 348. Involuntary termination of close corporation status; proceeding to prevent loss of status. (a) If any event occurs as a result of which 1 or more of the provisions or conditions included in a close corporation's certificate of incorporation pursuant to § 342 of this title to qualify it as a close corporation has been breached, the corporation's status as a close corporation under this subchapter shall terminate unless:  (1) Within 30 days after the occurrence of the event, or within 30 days after the event has been discovered, whichever is later, the corporation files with the Secretary of State a certificate, executed and acknowledged in accordance with § 103 of this title, stating that a specified provision or condition included in its certificate of incorporation pursuant to § 342 of this title to qualify it as a close corporation has ceased to be applicable, and furnishes a copy of such certificate to each stockholder; and (2) The corporation concurrently with the filing of such certificate takes such steps as are necessary to correct the situation which threatens its status as a close corporation, including, without limitation, the refusal to register the transfer of stock which has been wrongfully transferred as provided by § 347 of this title, or a proceeding under subsection (b) of this section. (b) The Court of Chancery, upon the suit of the corporation or any stockholder, shall have jurisdiction to issue all orders necessary to prevent the corporation from losing its status as a close corporation, or to restore its status as a close corporation by enjoining or setting aside any act or threatened act on the part of the corporation or a stockholder which would be inconsistent with any of the provisions or conditions required or permitted by § 342 of this title to be stated in the certificate of incorporation of a close corporation, unless it is an act approved in accordance with § 346 of this title. The Court of Chancery may enjoin or set aside any transfer or threatened transfer of stock of a close corporation which is contrary to the terms of its certificate of incorporation or of any transfer restriction permitted by § 202 of this title, and may enjoin any public offering, as defined in § 342 of this title, or threatened public offering of stock of the close corporation. 8 Del. C. 1953, §  348;  56 Del. Laws, c. 50.;
8 DE Code § 349. (2021)
2021 Delaware Code|Title 8 - Corporations|Chapter 1. General Corporation Law|Subchapter XIV. Close Corporations; Special Provisions|§ 349. Corporate option where a restriction on transfer of a security is held invalid.

§ 349. Corporate option where a restriction on transfer of a security is held invalid. If a restriction on transfer of a security of a close corporation is held not to be authorized by § 202 of this title, the corporation shall nevertheless have an option, for a period of 30 days after the judgment setting aside the restriction becomes final, to acquire the restricted security at a price which is agreed upon by the parties, or if no agreement is reached as to price, then at the fair value as determined by the Court of Chancery. In order to determine fair value, the Court may appoint an appraiser to receive evidence and report to the Court such appraiser's findings and recommendation as to fair value. 8 Del. C. 1953, §  349;  56 Del. Laws, c. 50;  65 Del. Laws, c. 127, §  10;  71 Del. Laws, c. 339, §  77;
8 DE Code § 350. (2021)
2021 Delaware Code|Title 8 - Corporations|Chapter 1. General Corporation Law|Subchapter XIV. Close Corporations; Special Provisions|§ 350. Agreements restricting discretion of directors.

§ 350. Agreements restricting discretion of directors. A written agreement among the stockholders of a close corporation holding a majority of the outstanding stock entitled to vote, whether solely among themselves or with a party not a stockholder, is not invalid, as between the parties to the agreement, on the ground that it so relates to the conduct of the business and affairs of the corporation as to restrict or interfere with the discretion or powers of the board of directors. The effect of any such agreement shall be to relieve the directors and impose upon the stockholders who are parties to the agreement the liability for managerial acts or omissions which is imposed on directors to the extent and so long as the discretion or powers of the board in its management of corporate affairs is controlled by such agreement. 8 Del. C. 1953, §  350;  56 Del. Laws, c. 50.;
8 DE Code § 351. (2021)
2021 Delaware Code|Title 8 - Corporations|Chapter 1. General Corporation Law|Subchapter XIV. Close Corporations; Special Provisions|§ 351. Management by stockholders.

§ 351. Management by stockholders. The certificate of incorporation of a close corporation may provide that the business of the corporation shall be managed by the stockholders of the corporation rather than by a board of directors. So long as this provision continues in effect:  (1) No meeting of stockholders need be called to elect directors; (2) Unless the context clearly requires otherwise, the stockholders of the corporation shall be deemed to be directors for purposes of applying provisions of this chapter; and (3) The stockholders of the corporation shall be subject to all liabilities of directors. Such a provision may be inserted in the certificate of incorporation by amendment if all incorporators and subscribers or all holders of record of all of the outstanding stock, whether or not having voting power, authorize such a provision. An amendment to the certificate of incorporation to delete such a provision shall be adopted by a vote of the holders of a majority of all outstanding stock of the corporation, whether or not otherwise entitled to vote. If the certificate of incorporation contains a provision authorized by this section, the existence of such provision shall be noted conspicuously on the face or back of every stock certificate issued by such corporation. 8 Del. C. 1953, §  351;  56 Del. Laws, c. 50.;