reglab/statecodes huggingface dataset:
2023 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;
2023 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.;
2023 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.;
2023 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.;
2023 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;
2023 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.;
2023 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;
2023 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.;
2023 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;
2023 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;
2023 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;
2023 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;
2023 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;
2023 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;
2023 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;
2023 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;
2023 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;
2023 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;
2023 Delaware Code › Title 8 - Corporations › Chapter 1. GENERAL CORPORATION LAW › Subchapter XVI. Foreign Corporations › § 374. Annual report.

§ 374. Annual report.
Annually on or before June 30, a foreign corporation doing business in this State shall file a report with the Secretary of State. The report shall be made on a form designated by the Secretary of State and shall be signed by the corporation's president, secretary, treasurer or other proper officer duly authorized so to act, or by any of its directors, or if filing an initial report by any incorporator in the event its board of directors shall not have been elected. The fact that an individual's name is signed on a certification attached to a corporate report shall be prima facie evidence that such individual is authorized to certify the report on behalf of the corporation; however the official title or position of the individual signing the corporate report shall be designated. The report shall contain the following information:
(1) The location of its registered office in this State, which shall include the street, number, city and postal code;
(2) The name of the agent upon whom service of process against the corporation may be served;
(3) The location of the principal place of business of the corporation, which shall include the street, number, city, state or foreign country; and
(4) The names and addresses of all the directors as of the filing date of the report and the name and address of the officer who signs the report.
If any officer or director of a foreign corporation required to file an annual report with the Secretary of State shall knowingly make any false statement in the report, such officer or director shall be guilty of perjury.
8 Del. C. 1953, §  374;  56 Del. Laws, c. 50;  64 Del. Laws, c. 112, §  60;  78 Del. Laws, c. 96, §  13;  79 Del. Laws, c. 122, §  9;  81 Del. Laws, c. 86, § 37;
2023 Delaware Code › Title 8 - Corporations › Chapter 1. GENERAL CORPORATION LAW › Subchapter XVI. Foreign Corporations › § 375. Failure to file report.

§ 375. Failure to file report.
Upon the failure, neglect or refusal of any foreign corporation to file an annual report as required by § 374 of this title, the Secretary of State may, in the Secretary of State's discretion, investigate the reasons therefor and shall terminate the right of the foreign corporation to do business within this State upon failure of the corporation to file an annual report within any 2-year period.
8 Del. C. 1953, §  375;  56 Del. Laws, c. 50;  58 Del. Laws, c. 216, §  1;  71 Del. Laws, c. 339, §  80;  79 Del. Laws, c. 122, §  9;
2023 Delaware Code › Title 8 - Corporations › Chapter 1. GENERAL CORPORATION LAW › Subchapter XVI. Foreign Corporations › § 377. Change of registered agent.

§ 377. Change of registered agent.
(a) Any foreign corporation, which has qualified to do business in this State, may change its registered agent and substitute another registered agent by filing a certificate with the Secretary of State, acknowledged in accordance with § 103 of this title, setting forth:
(1) The name and address of its registered agent designated in this State upon whom process directed to said corporation may be served; and
(2) A revocation of all previous appointments of agent for such purposes.
Such registered agent shall comply with § 371(b)(2)(i) of this title.
(b) Any individual or entity designated by a foreign corporation as its registered agent for service of process may resign in the same manner as provided in § 136(a) of this title.
(c) If any agent designated and certified as required by § 371 of this title shall die or remove from this State, or resign, then the foreign corporation for which the agent had been so designated and certified shall, within 10 days after the death, removal or resignation of its agent, substitute, designate and certify to the Secretary of State, the name of another registered agent for the purposes of this subchapter, and all process, orders, rules and notices mentioned in § 376 of this title may be served on or given to the substituted agent with like effect as is prescribed in that section.
(d) A foreign corporation whose qualification to do business in this State has been forfeited pursuant to § 132(f)(4) or § 136(b) of this title may be reinstated by filing a certificate of reinstatement with the Secretary of State, acknowledged in accordance with § 103 of this title, setting forth:
(1) The name of the foreign corporation;
(2) The effective date of the forfeiture; and
(3) The name and address of the foreign corporation's registered agent required to be maintained by § 132 of this title.
(e) Upon the filing of a certificate of reinstatement in accordance with subsection (d) of this section, the qualification of the foreign corporation to do business in this State shall be reinstated with the same force and effect as if it had not been forfeited pursuant to this title.
8 Del. C. 1953, §  377;  56 Del. Laws, c. 50;  63 Del. Laws, c. 25, §  15;  71 Del. Laws, c. 120, §  19;  78 Del. Laws, c. 273, §§  7, 8;  79 Del. Laws, c. 72, §  21;  79 Del. Laws, c. 122, §  9;  82 Del. Laws, c. 256, § 20;
2023 Delaware Code › Title 8 - Corporations › Chapter 1. GENERAL CORPORATION LAW › Subchapter XVI. Foreign Corporations › § 378. Penalties for noncompliance.

§ 378. Penalties for noncompliance.
Any foreign corporation doing business of any kind in this State without first having complied with any section of this subchapter applicable to it, shall be fined not less than $200 nor more than $500 for each such offense. Any agent of any foreign corporation that shall do any business in this State for any foreign corporation before the foreign corporation has complied with any section of this subchapter applicable to it, shall be fined not less than $100 nor more than $500 for each such offense.
8 Del. C. 1953, §  378;  56 Del. Laws, c. 50;  79 Del. Laws, c. 122, §  9;
2023 Delaware Code › Title 8 - Corporations › Chapter 1. GENERAL CORPORATION LAW › Subchapter XVI. Foreign Corporations › § 379. Banking powers denied.

§ 379. Banking powers denied.
(a) No foreign corporation shall, within the limits of this State, by any implication or construction, be deemed to possess the power of discounting bills, notes or other evidence of debt, of receiving deposits, of buying and selling bills of exchange, or of issuing bills, notes or other evidences of debt upon loan for circulation as money, anything in its charter or articles of incorporation to the contrary notwithstanding, except as otherwise provided in subchapter VII of Chapter 7 or in Chapter 14 of Title 5.
(b) All certificates issued by the Secretary of State under § 371 of this title shall expressly set forth the limitations and restrictions contained in this section.
8 Del. C. 1953, §  379;  56 Del. Laws, c. 50;  57 Del. Laws, c. 148, §  36;  70 Del. Laws, c. 112, §  78;  71 Del. Laws, c. 254, §  35;  79 Del. Laws, c. 122, §  9;
2023 Delaware Code › Title 8 - Corporations › Chapter 1. GENERAL CORPORATION LAW › Subchapter XVI. Foreign Corporations › § 380. Foreign corporation as fiduciary in this State.

§ 380. Foreign corporation as fiduciary in this State.
A corporation organized and doing business under the laws of the District of Columbia or of any state of the United States other than Delaware, duly authorized by its certificate of incorporation or bylaws so to act, may be appointed by any last will and testament or other testamentary writing, probated within this State, or by a deed of trust, mortgage or other agreement, as executor, guardian, trustee or other fiduciary, and may act as such within this State, when and to the extent that the laws of the District of Columbia or of the state in which the foreign corporation is organized confer like powers upon corporations organized and doing business under the laws of this State.
8 Del. C. 1953, §  380;  56 Del. Laws, c. 50;  56 Del. Laws, c. 186, §  29;  64 Del. Laws, c. 353, §  1;  79 Del. Laws, c. 122, §  9;
2023 Delaware Code › Title 8 - Corporations › Chapter 1. GENERAL CORPORATION LAW › Subchapter XVI. Foreign Corporations › § 383. Actions by and against unqualified foreign corporations.

§ 383. Actions by and against unqualified foreign corporations.
(a) A foreign corporation which is required to comply with §§ 371 and 372 of this title and which has done business in this State without authority shall not maintain any action or special proceeding in this State unless and until such corporation has been authorized to do business in this State and has paid to the State all fees, penalties and franchise taxes for the years or parts thereof during which it did business in this State without authority. This prohibition shall not apply to any successor in interest of such foreign corporation.
(b) The failure of a foreign corporation to obtain authority to do business in this State shall not impair the validity of any contract or act of the foreign corporation or the right of any other party to the contract to maintain any action or special proceeding thereon, and shall not prevent the foreign corporation from defending any action or special proceeding in this State.
8 Del. C. 1953, §  383;  56 Del. Laws, c. 50;  56 Del. Laws, c. 186, §  30;  79 Del. Laws, c. 122, §  9;
2023 Delaware Code › Title 8 - Corporations › Chapter 1. GENERAL CORPORATION LAW › Subchapter XVI. Foreign Corporations › § 384. Foreign corporations doing business without having qualified; injunctions.

§ 384. Foreign corporations doing business without having qualified; injunctions.
The Court of Chancery shall have jurisdiction to enjoin any foreign corporation, or any agent thereof, from transacting any business in this State if such corporation has failed to comply with any section of this subchapter applicable to it or if such corporation has secured a certificate of the Secretary of State under § 371 of this title on the basis of false or misleading representations. The Attorney General shall, upon the Attorney General's own motion or upon the relation of proper parties, proceed for this purpose by complaint in any county in which such corporation is doing business.
8 Del. C. 1953, §  384;  56 Del. Laws, c. 50;  71 Del. Laws, c. 339, §  87;  79 Del. Laws, c. 122, §  9;
2023 Delaware Code › Title 8 - Corporations › Chapter 1. GENERAL CORPORATION LAW › Subchapter XVI. Foreign Corporations › § 385. Filing of certain instruments with recorder of deeds not required.

§ 385. Filing of certain instruments with recorder of deeds not required.
No instrument that is required to be filed with the Secretary of State of this State by this subchapter need be filed with the recorder of deeds of any county of this State in order to comply with this subchapter.
64 Del. Laws, c. 112, §  64;  79 Del. Laws, c. 122, §  9;
2023 Delaware Code › Title 8 - Corporations › Chapter 1. GENERAL CORPORATION LAW › Subchapter XVIII. Miscellaneous Provisions › § 393. Rights, liabilities and duties under prior statutes.

§ 393. Rights, liabilities and duties under prior statutes.
All rights, privileges and immunities vested or accrued by and under any laws enacted prior to the adoption or amendment of this chapter, all suits pending, all rights of action conferred, and all duties, restrictions, liabilities and penalties imposed or required by and under laws enacted prior to the adoption or amendment of this chapter, shall not be impaired, diminished or affected by this chapter.
8 Del. C. 1953, §  393;  56 Del. Laws, c. 50;  79 Del. Laws, c. 122, §  11;
2023 Delaware Code › Title 8 - Corporations › Chapter 1. GENERAL CORPORATION LAW › Subchapter XVIII. Miscellaneous Provisions › § 396. Publication of chapter by Secretary of State; distribution.

§ 396. Publication of chapter by Secretary of State; distribution.
The Secretary of State may have printed, from time to time as the Secretary of State deems necessary, pamphlet copies of this chapter, and the Secretary of State shall dispose of the copies to persons and corporations desiring the same for a sum not exceeding the cost of printing. The money received from the sale of the copies shall be disposed of as are other fees of the office of the Secretary of State. Nothing in this section shall prevent the free distribution of single pamphlet copies of this chapter by the Secretary of State, for the printing of which provision is made from time to time by joint resolution of the General Assembly.
8 Del. C. 1953, §  396;  56 Del. Laws, c. 50;  71 Del. Laws, c. 339, §  94;  79 Del. Laws, c. 122, §  11;
2023 Delaware Code › Title 8 - Corporations › Chapter 1. GENERAL CORPORATION LAW › Subchapter XVIII. Miscellaneous Provisions › § 397. Penalty for unauthorized publication of chapter.

§ 397. Penalty for unauthorized publication of chapter.
Whoever prints or publishes this chapter without the authority of the Secretary of State of this State, shall be fined not more than $500 or imprisoned not more than 3 months, or both.
8 Del. C. 1953, §  397;  56 Del. Laws, c. 50;  79 Del. Laws, c. 122, §  11;
2023 Delaware Code › Title 8 - Corporations › Chapter 1. GENERAL CORPORATION LAW › Subchapter XVIII. Miscellaneous Provisions › § 398. Short title.

§ 398. Short title.
This chapter shall be known and may be identified and referred to as the “General Corporation Law of the State of Delaware.”
8 Del. C. 1953, §  398;  56 Del. Laws, c. 50;  79 Del. Laws, c. 122, §  11;
2023 Delaware Code › Title 8 - Corporations › Chapter 5. CORPORATION FRANCHISE TAX › § 501. Corporations subject to and exempt from franchise tax.

§ 501. Corporations subject to and exempt from franchise tax.
(a) Every telegraph, telephone or cable company, every electric company organized for the production and/or distribution of light, heat or power, every company organized for the purpose of producing and/or distributing steam, heat or power, every company organized for the purpose of the production and/or distribution and/or sale of gas, every parlor, palace or sleeping car company, every express company, every pipeline company, every life insurance company, every other insurance company of whatever kind (other than a captive insurance company licensed under Chapter 69 of Title 18), and every corporation now existing or hereafter to be incorporated under the laws of this State, shall pay an annual tax, for the use of the State, by way of license for the corporate franchise as prescribed in this chapter. No such tax shall be paid by any exempt corporation, any banking corporation, savings bank, building and loan association or any captive insurance company licensed under Chapter 69 of Title 18, or any corporation for drainage and reclamation of lowlands.
(b) As used in this chapter, the term “exempt corporation” shall be defined as any corporation organized under Chapter 1 of this title that:
(1) Is exempt from taxation under § 501(c) of the United States Internal Revenue Code (26 U.S.C. § 501(c)) or any similar provisions of the Internal Revenue Code, or any successor provisions;
(2) Qualifies as a civic organization under § 8110(a)(1) of Title 9 or § 6840 of Title 16;
(3) Qualifies as a charitable/fraternal organization under § 2593(1) of Title 6;
(4) Is listed in § 8106(a) of Title 9;
(5) Is organized primarily or exclusively for religious or charitable purposes, or is a religious corporation or purely charitable or educational association, or is a company, association or society, which, by its certificate of incorporation, has for its object the assistance of sick, needy or disabled members, or the defraying of funeral expenses of deceased members, or to provide for the wants of the widows or widowers and families after death of its members; or
(6) a. Is organized not for profit; and
b. No part of its net earnings inures to the benefit of any member or individual.
21 Del. Laws, c. 166, §  1;  22 Del. Laws, c. 15, §  1;  Code 1915, §  102;  35 Del. Laws, c. 5, §  2;  36 Del. Laws, c. 6, §  1;  38 Del. Laws, c. 10, §§  1-3;  Code 1935, §  96;  8 Del. C. 1953, §  501;  55 Del. Laws, c. 90, §  1;  57 Del. Laws, c. 65, §§  1, 2;  70 Del. Laws, c. 186, §  1;  77 Del. Laws, c. 253, §  68;  78 Del. Laws, c. 96, §§  20, 21;
2023 Delaware Code › Title 8 - Corporations › Chapter 5. CORPORATION FRANCHISE TAX › § 507. Collection of tax; preferred debt.

§ 507. Collection of tax; preferred debt.
The franchise tax shall be a debt due from the corporation to the State, for which an action at law may be maintained after the same shall have been in arrears for a period of 1 month. The tax shall also be a preferred debt in case of insolvency.
21 Del. Laws, c. 166, §  6;  22 Del. Laws, c. 15, §  6;  Code 1915, §  107;  36 Del. Laws, c. 6, §  5;  Code 1935, §  100;  8 Del. C. 1953, §  507;  55 Del. Laws, c. 90, §  1;  58 Del. Laws, c. 450, §  5;
2023 Delaware Code › Title 8 - Corporations › Chapter 5. CORPORATION FRANCHISE TAX › § 508. Injunction against exercise of franchise or transacting business.

§ 508. Injunction against exercise of franchise or transacting business.
The Attorney General, either of the Attorney General's own motion or upon request of the Secretary of State, whenever any franchise tax due under this chapter from any corporation shall have remained in arrears for a period of 3 months after the tax shall have become payable, may apply to the Court of Chancery, by petition in the name of the State, on 5 days' notice to the corporation, which notice may be served in such manner as the Court may direct, for an injunction to restrain the corporation from the exercise of any franchise or the transaction of any business within the State, until the payment of the tax, interest due thereon and the cost of the application, which shall be fixed by the Court. The Court of Chancery may grant the injunction, if a proper case appears, and upon granting and service of the injunction, the corporation thereafter shall not exercise any franchise or transact any business within this State until the injunction shall be dissolved.
21 Del. Laws, c. 166, §  7;  22 Del. Laws, c. 15, §  7;  Code 1915, §  108;  36 Del. Laws, c. 6, §  6;  Code 1935, §  101;  8 Del. C. 1953, §  508;  55 Del. Laws, c. 90, §  1;  71 Del. Laws, c. 339, §  103;
2023 Delaware Code › Title 8 - Corporations › Chapter 5. CORPORATION FRANCHISE TAX › § 510. Failure to pay tax or file a complete annual report for 1 year; charter void; extension of time.

§ 510. Failure to pay tax or file a complete annual report for 1 year; charter void; extension of time.
If any corporation, accepting the Constitution of this State and coming under Chapter 1 of this title, or any corporation which has heretofore filed or may hereafter file a certificate of incorporation under said chapter, neglects or refuses for 1 year to pay the State any franchise tax or taxes, which has or have been, or shall be assessed against it, or which it is required to pay under this chapter, or shall neglect or refuse to file a complete annual franchise tax report, the charter of the corporation shall be void, and all powers conferred by law upon the corporation are declared inoperative, unless the Secretary of State, for good cause shown, shall have given further time for payment of the tax or taxes or the completion of an annual franchise tax report, in which case a certificate thereof shall be filed in the office of the Secretary of State stating the reason therefor. On or before November 30 in each year, the Secretary of State shall notify each corporation which has neglected or refused to pay the franchise tax or taxes assessed against it or becoming due during the year or has refused or neglected to file a complete annual franchise tax report, that the charter of the corporation shall become void unless such taxes are paid and such complete annual franchise tax report is filed on or before March 1 of the following year.
21 Del. Laws, c. 166, §  10;  22 Del. Laws, c. 15, §  9;  27 Del. Laws, c. 21, §  2;  Code 1915, §  111;  36 Del. Laws, c. 6, §  10;  Code 1935, §  105;  44 Del. Laws, c. 3, §  2;  8 Del. C. 1953, §  510;  55 Del. Laws, c. 90, §  1;  57 Del. Laws, c. 712, §§  3-5;  58 Del. Laws, c. 450, §  6;  71 Del. Laws, c. 339, §  104;  75 Del. Laws, c. 306, §  23;
2023 Delaware Code › Title 8 - Corporations › Chapter 5. CORPORATION FRANCHISE TAX › § 511. Repeal of charters of delinquent corporations; report to Governor and proclamation.

§ 511. Repeal of charters of delinquent corporations; report to Governor and proclamation.
On or before June 30 in each year, the Secretary of State shall report to the Governor a list of all the corporations, which for 1 year next preceding such report, have failed, neglected or refused to pay the franchise taxes assessed against them or due by them, or to file a complete annual franchise tax report, under the laws of this State, and the Governor shall forthwith issue a proclamation declaring that the charters of these corporations are repealed.
21 Del. Laws, c. 166, §  11;  22 Del. Laws, c. 15, §  11;  Code 1915, §  112;  36 Del. Laws, c. 6, §  11;  Code 1935, §  106;  8 Del. C. 1953, §  511;  55 Del. Laws, c. 90, §  1;  57 Del. Laws, c. 712, §  6;  58 Del. Laws, c. 450, §  7;  71 Del. Laws, c. 339, §  105;  75 Del. Laws, c. 306, §  24;