reglab/statecodes huggingface dataset:
2023 Delaware Code › Title 8 - Corporations › Chapter 1. GENERAL CORPORATION LAW › Subchapter X. Sale of Assets, Dissolution and Winding Up › § 273. Dissolution of joint venture corporation having 2 stockholders.

§ 273. Dissolution of joint venture corporation having 2 stockholders.
(a) If the stockholders of a corporation of this State, having only 2 stockholders each of which own 50% of the stock therein, shall be engaged in the prosecution of a joint venture and if such stockholders shall be unable to agree upon the desirability of discontinuing such joint venture and disposing of the assets used in such venture, either stockholder may, unless otherwise provided in the certificate of incorporation of the corporation or in a written agreement between the stockholders, file with the Court of Chancery a petition stating that it desires to discontinue such joint venture and to dispose of the assets used in such venture in accordance with a plan to be agreed upon by both stockholders or that, if no such plan shall be agreed upon by both stockholders, the corporation be dissolved. Such petition shall have attached thereto a copy of the proposed plan of discontinuance and distribution and a certificate stating that copies of such petition and plan have been transmitted in writing to the other stockholder and to the directors and officers of such corporation. The petition and certificate shall be executed and acknowledged in accordance with § 103 of this title.
(b) Unless both stockholders file with the Court of Chancery:
(1) Within 3 months of the date of the filing of such petition, a certificate similarly executed and acknowledged stating that they have agreed on such plan, or a modification thereof, and
(2) Within 1 year from the date of the filing of such petition, a certificate similarly executed and acknowledged stating that the distribution provided by such plan had been completed,
the Court of Chancery may dissolve such corporation and may by appointment of 1 or more trustees or receivers with all the powers and title of a trustee or receiver appointed under § 279 of this title, administer and wind up its affairs. Either or both of the above periods may be extended by agreement of the stockholders, evidenced by a certificate similarly executed, acknowledged and filed with the Court of Chancery prior to the expiration of such period.
(c) In the case of a charitable nonstock corporation, the petitioner shall provide a copy of any petition referred to in subsection (a) of this section to the Attorney General of the State of Delaware within 1 week of its filing with the Court of Chancery.
8 Del. C. 1953, §  273;  56 Del. Laws, c. 50;  70 Del. Laws, c. 349, §  23;  77 Del. Laws, c. 253, §  59;
2023 Delaware Code › Title 8 - Corporations › Chapter 1. GENERAL CORPORATION LAW › Subchapter X. Sale of Assets, Dissolution and Winding Up › § 274. Dissolution before issuance of shares or beginning of business; procedure.

§ 274. Dissolution before issuance of shares or beginning of business; procedure.
If a corporation has not issued shares or has not commenced the business for which the corporation was organized, a majority of the incorporators, or, if directors were named in the certificate of incorporation or have been elected, a majority of the directors, may surrender all of the corporation's rights and franchises by filing in the office of the Secretary of State a certificate, executed and acknowledged by a majority of the incorporators or directors, stating:
that no shares of stock have been issued or that the business or activity for which the corporation was organized has not been begun; the date of filing of the corporation's original certificate of incorporation with the Secretary of State; that no part of the capital of the corporation has been paid, or, if some capital has been paid, that the amount actually paid in for the corporation's shares, less any part thereof disbursed for necessary expenses, has been returned to those entitled thereto; that if the corporation has begun business but it has not issued shares, all debts of the corporation have been paid; that if the corporation has not begun business but has issued stock certificates, all issued stock certificates, if any, have been surrendered and cancelled; and that all rights and franchises of the corporation are surrendered. Upon such certificate becoming effective in accordance with § 103 of this title, the corporation shall be dissolved.
8 Del. C. 1953, §  274;  56 Del. Laws, c. 50;  59 Del. Laws, c. 106, §  13;  66 Del. Laws, c. 136, §  33;  77 Del. Laws, c. 290, §  24;
2023 Delaware Code › Title 8 - Corporations › Chapter 1. GENERAL CORPORATION LAW › Subchapter X. Sale of Assets, Dissolution and Winding Up › § 277. Payment of franchise taxes before dissolution, merger, transfer or conversion.

§ 277. Payment of franchise taxes before dissolution, merger, transfer or conversion.
No corporation shall be dissolved, merged, transferred (without continuing its existence as a corporation of this State) or converted under this chapter until:
(1) All franchise taxes due to or assessable by the State including all franchise taxes due or which would be due or assessable for the entire calendar month during which such dissolution, merger, transfer or conversion becomes effective have been paid by the corporation; and
(2) All annual franchise tax reports including a final annual franchise tax report for the year in which such dissolution, merger, transfer or conversion becomes effective have been filed by the corporation;
notwithstanding the foregoing, if the Secretary of State certifies that an instrument to effect a dissolution, merger, transfer or conversion has been filed in the Secretary of State's office, such corporation shall be dissolved, merged, transferred or converted at the effective time of such instrument.
8 Del. C. 1953, §  277;  56 Del. Laws, c. 50;  70 Del. Laws, c. 79, §  17;  71 Del. Laws, c. 120, §  16;  78 Del. Laws, c. 96, §§  8, 9;
2023 Delaware Code › Title 8 - Corporations › Chapter 1. GENERAL CORPORATION LAW › Subchapter X. Sale of Assets, Dissolution and Winding Up › § 278. Continuation of corporation after dissolution for purposes of suit and winding up affairs.

§ 278. Continuation of corporation after dissolution for purposes of suit and winding up affairs.
All corporations, whether they expire by their own limitation or are otherwise dissolved, shall nevertheless be continued, for the term of 3 years from such expiration or dissolution or for such longer period as the Court of Chancery shall in its discretion direct, bodies corporate for the purpose of prosecuting and defending suits, whether civil, criminal or administrative, by or against them, and of enabling them gradually to settle and close their business, to dispose of and convey their property, to discharge their liabilities and to distribute to their stockholders any remaining assets, but not for the purpose of continuing the business for which the corporation was organized. With respect to any action, suit or proceeding begun by or against the corporation either prior to or within 3 years after the date of its expiration or dissolution, the action shall not abate by reason of the dissolution of the corporation; the corporation shall, solely for the purpose of such action, suit or proceeding, be continued as a body corporate beyond the 3-year period and until any judgments, orders or decrees therein shall be fully executed, without the necessity for any special direction to that effect by the Court of Chancery.
Sections 279 through 282 of this title shall apply to any corporation that has expired by its own limitation, and when so applied, all references in those sections to a dissolved corporation or dissolution shall include a corporation that has expired by its own limitation and to such expiration, respectively.
8 Del. C. 1953, §  278;  56 Del. Laws, c. 50;  66 Del. Laws, c. 136, §  36;  77 Del. Laws, c. 290, §  26;
2023 Delaware Code › Title 8 - Corporations › Chapter 1. GENERAL CORPORATION LAW › Subchapter X. Sale of Assets, Dissolution and Winding Up › § 279. Trustees or receivers for dissolved corporations; appointment; powers; duties.

§ 279. Trustees or receivers for dissolved corporations; appointment; powers; duties.
When any corporation organized under this chapter shall be dissolved in any manner whatever, the Court of Chancery, on application of any creditor, stockholder or director of the corporation, or any other person who shows good cause therefor, at any time, may either appoint 1 or more of the directors of the corporation to be trustees, or appoint 1 or more persons to be receivers, of and for the corporation, to take charge of the corporation's property, and to collect the debts and property due and belonging to the corporation, with power to prosecute and defend, in the name of the corporation, or otherwise, all such suits as may be necessary or proper for the purposes aforesaid, and to appoint an agent or agents under them, and to do all other acts which might be done by the corporation, if in being, that may be necessary for the final settlement of the unfinished business of the corporation. The powers of the trustees or receivers may be continued as long as the Court of Chancery shall think necessary for the purposes aforesaid.
8 Del. C. 1953, §  279;  56 Del. Laws, c. 50;  66 Del. Laws, c. 136, §  37;
2023 Delaware Code › Title 8 - Corporations › Chapter 1. GENERAL CORPORATION LAW › Subchapter X. Sale of Assets, Dissolution and Winding Up › § 282. Liability of stockholders of dissolved corporations.

§ 282. Liability of stockholders of dissolved corporations.
(a) A stockholder of a dissolved corporation the assets of which were distributed pursuant to § 281(a) or (b) of this title shall not be liable for any claim against the corporation in an amount in excess of such stockholder's pro rata share of the claim or the amount so distributed to such stockholder, whichever is less.
(b) A stockholder of a dissolved corporation the assets of which were distributed pursuant to § 281(a) of this title shall not be liable for any claim against the corporation on which an action, suit or proceeding is not begun prior to the expiration of the period described in § 278 of this title.
(c) The aggregate liability of any stockholder of a dissolved corporation for claims against the dissolved corporation shall not exceed the amount distributed to such stockholder in dissolution.
8 Del. C. 1953, §  282;  56 Del. Laws, c. 50;  66 Del. Laws, c. 136, §  40;  71 Del. Laws, c. 339, §§  57, 58;
2023 Delaware Code › Title 8 - Corporations › Chapter 1. GENERAL CORPORATION LAW › Subchapter X. Sale of Assets, Dissolution and Winding Up › § 283. Jurisdiction.

§ 283. Jurisdiction.
The Court of Chancery shall have jurisdiction of any application prescribed in this subchapter and of all questions arising in the proceedings thereon, and may make such orders and decrees and issue injunctions therein as justice and equity shall require.
66 Del. Laws, c. 136, §  41;
2023 Delaware Code › Title 8 - Corporations › Chapter 1. GENERAL CORPORATION LAW › Subchapter X. Sale of Assets, Dissolution and Winding Up › § 284. Revocation or forfeiture of charter; proceedings.

§ 284. Revocation or forfeiture of charter; proceedings.
(a) Upon motion by the Attorney General, the Court of Chancery shall have jurisdiction to revoke or forfeit the charter of any corporation for abuse, misuse or nonuse of its corporate powers, privileges or franchises. The Attorney General shall proceed for this purpose by complaint in the Court of Chancery.
(b) The Court of Chancery shall have power, by appointment of trustees, receivers or otherwise, to administer and wind up the affairs of any corporation whose charter shall be revoked or forfeited by the Court of Chancery under this section, and to make such orders and decrees with respect thereto as shall be just and equitable respecting its affairs and assets and the rights of its stockholders and creditors.
(c) No proceeding shall be instituted under this section for nonuse of any corporation's powers, privileges or franchises during the first 2 years after its incorporation.
8 Del. C. 1953, §  283;  56 Del. Laws, c. 50;  66 Del. Laws, c. 136, §  41;  71 Del. Laws, c. 339, §  59;  81 Del. Laws, c. 354, § 11;
2023 Delaware Code › Title 8 - Corporations › Chapter 1. GENERAL CORPORATION LAW › Subchapter X. Sale of Assets, Dissolution and Winding Up › § 285. Dissolution or forfeiture of charter by decree of court; filing.

§ 285. Dissolution or forfeiture of charter by decree of court; filing.
Whenever any corporation is dissolved or its charter forfeited by decree or judgment of the Court of Chancery, the decree or judgment shall be forthwith filed by the Register in Chancery of the county in which the decree or judgment was entered, in the office of the Secretary of State, and a note thereof shall be made by the Secretary of State on the corporation's charter or certificate of incorporation and on the index thereof.
8 Del. C. 1953, §  284;  56 Del. Laws, c. 50;  60 Del. Laws, c. 371, §  13;  66 Del. Laws, c. 136, §  41;
2023 Delaware Code › Title 8 - Corporations › Chapter 1. GENERAL CORPORATION LAW › Subchapter XI. Insolvency; Receivers and Trustees › § 291. Receivers for insolvent corporations; appointment and powers.

§ 291. Receivers for insolvent corporations; appointment and powers.
Whenever a corporation shall be insolvent, the Court of Chancery, on the application of any creditor or stockholder thereof, may, at any time, appoint 1 or more persons to be receivers of and for the corporation, to take charge of its assets, estate, effects, business and affairs, and to collect the outstanding debts, claims, and property due and belonging to the corporation, with power to prosecute and defend, in the name of the corporation or otherwise, all claims or suits, to appoint an agent or agents under them, and to do all other acts which might be done by the corporation and which may be necessary or proper. The powers of the receivers shall be such and shall continue so long as the Court shall deem necessary.
8 Del. C. 1953, §  291;  56 Del. Laws, c. 50.;
2023 Delaware Code › Title 8 - Corporations › Chapter 1. GENERAL CORPORATION LAW › Subchapter XI. Insolvency; Receivers and Trustees › § 292. Title to property; filing order of appointment; exception.

§ 292. Title to property; filing order of appointment; exception.
(a) Trustees or receivers appointed by the Court of Chancery of and for any corporation, and their respective survivors and successors, shall, upon their appointment and qualification or upon the death, resignation or discharge of any co-trustee or co-receiver, be vested by operation of law and without any act or deed, with the title of the corporation to all of its property, real, personal or mixed of whatsoever nature, kind, class or description, and wheresoever situate, except real estate situate outside this State.
(b) Trustees or receivers appointed by the Court of Chancery shall, within 20 days from the date of their qualification, file in the office of the recorder in each county in this State, in which any real estate belonging to the corporation may be situated, a certified copy of the order of their appointment and evidence of their qualification.
(c) This section shall not apply to receivers appointed pendente lite.
8 Del. C. 1953, §  292;  56 Del. Laws, c. 50.;
2023 Delaware Code › Title 8 - Corporations › Chapter 1. GENERAL CORPORATION LAW › Subchapter XI. Insolvency; Receivers and Trustees › § 293. Notices to stockholders and creditors.

§ 293. Notices to stockholders and creditors.
All notices required to be given to stockholders and creditors in any action in which a receiver or trustee for a corporation was appointed shall be given by the Register in Chancery, unless otherwise ordered by the Court of Chancery.
8 Del. C. 1953, §  293;  56 Del. Laws, c. 50.;
2023 Delaware Code › Title 8 - Corporations › Chapter 1. GENERAL CORPORATION LAW › Subchapter XI. Insolvency; Receivers and Trustees › § 294. Receivers or trustees; inventory; list of debts and report.

§ 294. Receivers or trustees; inventory; list of debts and report.
Trustees or receivers shall, as soon as convenient, file in the office of the Register in Chancery of the county in which the proceeding is pending, a full and complete itemized inventory of all the assets of the corporation which shall show their nature and probable value, and an account of all debts due from and to it, as nearly as the same can be ascertained. They shall make a report to the Court of their proceedings, whenever and as often as the Court shall direct.
8 Del. C. 1953, §  294;  56 Del. Laws, c. 50.;
2023 Delaware Code › Title 8 - Corporations › Chapter 1. GENERAL CORPORATION LAW › Subchapter XI. Insolvency; Receivers and Trustees › § 295. Creditors' proofs of claims; when barred; notice.

§ 295. Creditors' proofs of claims; when barred; notice.
All creditors shall make proof under oath of their respective claims against the corporation, and cause the same to be filed in the office of the Register in Chancery of the county in which the proceeding is pending within the time fixed by and in accordance with the procedure established by the rules of the Court of Chancery. All creditors and claimants failing to do so, within the time limited by this section, or the time prescribed by the order of the Court, may, by direction of the Court, be barred from participating in the distribution of the assets of the corporation. The Court may also prescribe what notice, by publication or otherwise, shall be given to the creditors of the time fixed for the filing and making proof of claims.
8 Del. C. 1953, §  295;  56 Del. Laws, c. 50;  59 Del. Laws, c. 106, §  15;
2023 Delaware Code › Title 8 - Corporations › Chapter 1. GENERAL CORPORATION LAW › Subchapter XI. Insolvency; Receivers and Trustees › § 296. Adjudication of claims; appeal.

§ 296. Adjudication of claims; appeal.
(a) The Register in Chancery, immediately upon the expiration of the time fixed for the filing of claims, in compliance with § 295 of this title, shall notify the trustee or receiver of the filing of the claims, and the trustee or receiver, within 30 days after receiving the notice, shall inspect the claims, and if the trustee or receiver or any creditor shall not be satisfied with the validity or correctness of the same, or any of them, the trustee or receiver shall forthwith notify the creditors whose claims are disputed of such trustee's or receiver's decision. The trustee or receiver shall require all creditors whose claims are disputed to submit themselves to such examination in relation to their claims as the trustee or receiver shall direct, and the creditors shall produce such books and papers relating to their claims as shall be required. The trustee or receiver shall have power to examine, under oath or affirmation, all witnesses produced before such trustee or receiver touching the claims, and shall pass upon and allow or disallow the claims, or any part thereof, and notify the claimants of such trustee's or receiver's determination.
(b) Every creditor or claimant who shall have received notice from the receiver or trustee that such creditor's or claimant's claim has been disallowed in whole or in part may appeal to the Court of Chancery within 30 days thereafter. The Court, after hearing, shall determine the rights of the parties.
8 Del. C. 1953, §  296;  56 Del. Laws, c. 50;  71 Del. Laws, c. 339, §§  60, 61;
2023 Delaware Code › Title 8 - Corporations › Chapter 1. GENERAL CORPORATION LAW › Subchapter XI. Insolvency; Receivers and Trustees › § 297. Sale of perishable or deteriorating property.

§ 297. Sale of perishable or deteriorating property.
Whenever the property of a corporation is at the time of the appointment of a receiver or trustee encumbered with liens of any character, and the validity, extent or legality of any lien is disputed or brought in question, and the property of the corporation is of a character which will deteriorate in value pending the litigation respecting the lien, the Court of Chancery may order the receiver or trustee to sell the property of the corporation, clear of all encumbrances, at public or private sale, for the best price that can be obtained therefor, and pay the net proceeds arising from the sale thereof after deducting the costs of the sale into the Court, there to remain subject to the order of the Court, and to be disposed of as the Court shall direct.
8 Del. C. 1953, §  297;  56 Del. Laws, c. 50.;
2023 Delaware Code › Title 8 - Corporations › Chapter 1. GENERAL CORPORATION LAW › Subchapter XI. Insolvency; Receivers and Trustees › § 298. Compensation, costs and expenses of receiver or trustee.

§ 298. Compensation, costs and expenses of receiver or trustee.
The Court of Chancery, before making distribution of the assets of a corporation among the creditors or stockholders thereof, shall allow a reasonable compensation to the receiver or trustee for such receiver's or trustee's services, and the costs and expenses incurred in and about the execution of such receiver's or trustee's trust, and the costs of the proceedings in the Court, to be first paid out of the assets.
8 Del. C. 1953, §  298;  56 Del. Laws, c. 50;  71 Del. Laws, c. 339, §  62;
2023 Delaware Code › Title 8 - Corporations › Chapter 1. GENERAL CORPORATION LAW › Subchapter XI. Insolvency; Receivers and Trustees › § 299. Substitution of trustee or receiver as party; abatement of actions.

§ 299. Substitution of trustee or receiver as party; abatement of actions.
A trustee or receiver, upon application by such receiver or trustee in the court in which any suit is pending, shall be substituted as party plaintiff in the place of the corporation in any suit or proceeding which was so pending at the time of such receiver's or trustee's appointment. No action against a trustee or receiver of a corporation shall abate by reason of such receiver's or trustee's death, but, upon suggestion of the facts on the record, shall be continued against such receiver's or trustee's successor or against the corporation in case no new trustee or receiver is appointed.
8 Del. C. 1953, §  299;  56 Del. Laws, c. 50;  71 Del. Laws, c. 339, §  63;
2023 Delaware Code › Title 8 - Corporations › Chapter 1. GENERAL CORPORATION LAW › Subchapter XI. Insolvency; Receivers and Trustees › § 300. Employee's lien for wages when corporation insolvent.

§ 300. Employee's lien for wages when corporation insolvent.
Whenever any corporation of this State, or any foreign corporation doing business in this State, shall become insolvent, the employees doing labor or service of whatever character in the regular employ of the corporation, shall have a lien upon the assets thereof for the amount of the wages due to them, not exceeding 2 months' wages respectively, which shall be paid prior to any other debt or debts of the corporation. The word “employee” shall not be construed to include any of the officers of the corporation.
8 Del. C. 1953, §  300;  56 Del. Laws, c. 50.;
2023 Delaware Code › Title 8 - Corporations › Chapter 1. GENERAL CORPORATION LAW › Subchapter XI. Insolvency; Receivers and Trustees › § 301. Discontinuance of liquidation.

§ 301. Discontinuance of liquidation.
The liquidation of the assets and business of an insolvent corporation may be discontinued at any time during the liquidation proceedings when it is established that cause for liquidation no longer exists. In such event the Court of Chancery in its discretion, and subject to such condition as it may deem appropriate, may dismiss the proceedings and direct the receiver or trustee to redeliver to the corporation all of its remaining property and assets.
8 Del. C. 1953, §  301;  56 Del. Laws, c. 50.;
2023 Delaware Code › Title 8 - Corporations › Chapter 1. GENERAL CORPORATION LAW › Subchapter XI. Insolvency; Receivers and Trustees › § 302. Compromise or arrangement between corporation and creditors or stockholders.

§ 302. Compromise or arrangement between corporation and creditors or stockholders.
(a) Whenever the provision permitted by § 102(b)(2) of this title is included in the original certificate of incorporation of any corporation, all persons who become creditors or stockholders thereof shall be deemed to have become such creditors or stockholders subject in all respects to that provision and the same shall be absolutely binding upon them. Whenever that provision is inserted in the certificate of incorporation of any such corporation by an amendment of its certificate all persons who become creditors or stockholders of such corporation after such amendment shall be deemed to have become such creditors or stockholders subject in all respects to that provision and the same shall be absolutely binding upon them.
(b) The Court of Chancery may administer and enforce any compromise or arrangement made pursuant to the provision contained in § 102(b)(2) of this title and may restrain, pendente lite, all actions and proceedings against any corporation with respect to which the Court shall have begun the administration and enforcement of that provision and may appoint a temporary receiver for such corporation and may grant the receiver such powers as it deems proper, and may make and enforce such rules as it deems necessary for the exercise of such jurisdiction.
8 Del. C. 1953, §  302;  56 Del. Laws, c. 50.;
2023 Delaware Code › Title 8 - Corporations › Chapter 1. GENERAL CORPORATION LAW › Subchapter XII. Renewal, Revival, Extension and Restoration of Certificate of Incorporation or Charter › § 313. Revival of certificate of incorporation or charter of exempt corporations.

§ 313. Revival of certificate of incorporation or charter of exempt corporations.
(a) Every exempt corporation whose certificate of incorporation or charter has become forfeited, pursuant to § 136(b) of this title for failure to obtain a registered agent, or inoperative and void, by operation of § 510 of this title for failure to file annual franchise tax reports required, and for failure to pay taxes or penalties from which it would have been exempt if the reports had been filed, shall be deemed to have filed all the reports and be relieved of all the taxes and penalties, upon satisfactory proof submitted to the Secretary of State of its right to be classified as an exempt corporation pursuant to § 501(b) of this title, and upon filing with the Secretary of State a certificate of revival in manner and form as required by § 312 of this title.
(b) Upon the filing by the corporation of the proof of classification as required by subsection (a) of this section, the filing of the certificate of revival and payment of the required filing fees, the corporation shall be revived with the same force and effect as provided in § 312(e) of this title for other corporations.
(c) As used in this section, the term “exempt corporation” shall have the meaning given to it in § 501(b) of this title. Nothing contained in this section relieves any exempt corporation from filing the annual report required by § 502 of this title.
8 Del. C. 1953, §  313;  56 Del. Laws, c. 50;  56 Del. Laws, c. 186, §  26;  58 Del. Laws, c. 450, §  8;  70 Del. Laws, c. 587, §  31;  77 Del. Laws, c. 253, §  65;  78 Del. Laws, c. 96, §§  10-12;  80 Del. Laws, c. 265, § 14;  81 Del. Laws, c. 354, § 12;  82 Del. Laws, c. 45, § 18;
2023 Delaware Code › Title 8 - Corporations › Chapter 1. GENERAL CORPORATION LAW › Subchapter XII. Renewal, Revival, Extension and Restoration of Certificate of Incorporation or Charter › § 314. Status of corporation.

§ 314. Status of corporation.
Any corporation desiring to renew, extend and continue its corporate existence shall, upon complying with applicable constitutional provisions of this State, continue as provided in its certificate effecting the foregoing as a corporation and shall, in addition to the rights, privileges and immunities conferred by its charter, possess and enjoy all the benefits of this chapter, which are applicable to the nature of its business, and shall be subject to the restrictions and liabilities by this chapter imposed on such corporations.
8 Del. C. 1953, §  314;  56 Del. Laws, c. 50;  80 Del. Laws, c. 265, § 15;
2023 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.;
2023 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;
2023 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;
2023 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;
2023 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;
2023 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.;
2023 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.;
2023 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.;
2023 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.;
2023 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;
2023 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.;
2023 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;
2023 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.;
2023 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.;
2023 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;
2023 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.;