reglab/statecodes huggingface dataset:
2023 Delaware Code › Title 8 - Corporations › Chapter 1. GENERAL CORPORATION LAW › Subchapter I. Formation › § 111. Jurisdiction to interpret, apply, enforce or determine the validity of corporate instruments and provisions of this title. [For application of this section, see 80 Del. Laws, c. 265, § 17].

§ 111. Jurisdiction to interpret, apply, enforce or determine the validity of corporate instruments and provisions of this title. [For application of this section, see 80 Del. Laws, c. 265, § 17].
(a) Any civil action to interpret, apply, enforce or determine the validity of the provisions of:
(1) The certificate of incorporation or the bylaws of a corporation;
(2) Any instrument, document or agreement (i) by which a corporation creates or sells, or offers to create or sell, any of its stock, or any rights or options respecting its stock, or (ii) to which a corporation and 1 or more holders of its stock are parties, and pursuant to which any such holder or holders sell or offer to sell any of such stock, or (iii) by which a corporation agrees to sell, lease or exchange any of its property or assets, and which by its terms provides that 1 or more holders of its stock approve of or consent to such sale, lease or exchange;
(3) Any written restrictions on the transfer, registration of transfer or ownership of securities under § 202 of this title;
(4) Any proxy under § 212 or § 215 of this title;
(5) Any voting trust or other voting agreement under § 218 of this title;
(6) Any agreement, certificate of merger or consolidation, or certificate of ownership and merger governed by §§ 251-253, §§ 255-258, §§ 263-264, or § 267 of this title;
(7) Any certificate of conversion under § 265 or § 266 of this title;
(8) Any certificate of domestication, transfer or continuance under § 388, § 389 or § 390 of this title; or
(9) Any other instrument, document, agreement, or certificate required by any provision of this title;
may be brought in the Court of Chancery, except to the extent that a statute confers exclusive jurisdiction on a court, agency or tribunal other than the Court of Chancery.
(b) Any civil action to interpret, apply or enforce any provision of this title may be brought in the Court of Chancery.
72 Del. Laws, c. 123, §  2;  74 Del. Laws, c. 84, §  1;  77 Del. Laws, c. 290, §  2;  80 Del. Laws, c. 265, § 2;
2023 Delaware Code › Title 8 - Corporations › Chapter 1. GENERAL CORPORATION LAW › Subchapter I. Formation › § 112. Access to proxy solicitation materials.

§ 112. Access to proxy solicitation materials.
The bylaws may provide that if the corporation solicits proxies with respect to an election of directors, it may be required, to the extent and subject to such procedures or conditions as may be provided in the bylaws, to include in its proxy solicitation materials (including any form of proxy it distributes), in addition to individuals nominated by the board of directors, 1 or more individuals nominated by a stockholder. Such procedures or conditions may include any of the following:
(1) A provision requiring a minimum record or beneficial ownership, or duration of ownership, of shares of the corporation's capital stock, by the nominating stockholder, and defining beneficial ownership to take into account options or other rights in respect of or related to such stock;
(2) A provision requiring the nominating stockholder to submit specified information concerning the stockholder and the stockholder's nominees, including information concerning ownership by such persons of shares of the corporation's capital stock, or options or other rights in respect of or related to such stock;
(3) A provision conditioning eligibility to require inclusion in the corporation's proxy solicitation materials upon the number or proportion of directors nominated by stockholders or whether the stockholder previously sought to require such inclusion;
(4) A provision precluding nominations by any person if such person, any nominee of such person, or any affiliate or associate of such person or nominee, has acquired or publicly proposed to acquire shares constituting a specified percentage of the voting power of the corporation's outstanding voting stock within a specified period before the election of directors;
(5) A provision requiring that the nominating stockholder undertake to indemnify the corporation in respect of any loss arising as a result of any false or misleading information or statement submitted by the nominating stockholder in connection with a nomination; and
(6) Any other lawful condition.
77 Del. Laws, c. 14, §  1;
2023 Delaware Code › Title 8 - Corporations › Chapter 1. GENERAL CORPORATION LAW › Subchapter I. Formation › § 113. Proxy expense reimbursement.

§ 113. Proxy expense reimbursement.
(a) The bylaws may provide for the reimbursement by the corporation of expenses incurred by a stockholder in soliciting proxies in connection with an election of directors, subject to such procedures or conditions as the bylaws may prescribe, including:
(1) Conditioning eligibility for reimbursement upon the number or proportion of persons nominated by the stockholder seeking reimbursement or whether such stockholder previously sought reimbursement for similar expenses;
(2) Limitations on the amount of reimbursement based upon the proportion of votes cast in favor of 1 or more of the persons nominated by the stockholder seeking reimbursement, or upon the amount spent by the corporation in soliciting proxies in connection with the election;
(3) Limitations concerning elections of directors by cumulative voting pursuant to § 214 of this title; or
(4) Any other lawful condition.
(b) No bylaw so adopted shall apply to elections for which any record date precedes its adoption.
77 Del. Laws, c. 14, §  2;
2023 Delaware Code › Title 8 - Corporations › Chapter 1. GENERAL CORPORATION LAW › Subchapter I. Formation › § 114. Application of chapter to nonstock corporations.

§ 114. Application of chapter to nonstock corporations.
(a) Except as otherwise provided in subsections (b) and (c) of this section, the provisions of this chapter and of chapter 5 of this title shall apply to nonstock corporations in the manner specified in the following paragraphs (a)(1)-(4) of this section:
(1) All references to stockholders of the corporation shall be deemed to refer to members of the corporation;
(2) All references to the board of directors of the corporation shall be deemed to refer to the governing body of the corporation;
(3) All references to directors or to members of the board of directors of the corporation shall be deemed to refer to members of the governing body of the corporation; and
(4) All references to stock, capital stock, or shares thereof of a corporation authorized to issue capital stock shall be deemed to refer to memberships of a nonprofit nonstock corporation and to membership interests of any other nonstock corporation.
(b) Subsection (a) of this section shall not apply to:
(1) Sections 102(a)(4), (b)(1) and (2), 109(a), 114, 141, 154, 215, 228, 230(b), 241, 242, 253, 254, 255, 256, 257, 258, 271, 276, 311, 312, 313, 390, and 503 of this title, which apply to nonstock corporations by their terms;
(2) Sections 102(f), 109(b) (last sentence), 151, 152, 153, 155, 156, 157(e), 158, 161, 162, 163, 164, 165, 166, 167, 168, 203, 211, 212, 213, 214, 216, 219, 222, 231, 243, 244, 251, 252, 267, 274, 275, 324, 364, 366(a), 391 and 502(a)(5) of this title; and
(3) Subchapter XIV and subchapter XVI of this chapter.
(c) In the case of a nonprofit nonstock corporation, subsection (a) of this section shall not apply to:
(1) The sections and subchapters listed in subsection (b) of this section;
(2) Sections 102(b)(3), 111(a)(2) and (3), 144(a)(2), 217, 218(a) and (b), and 262 of this title; and
(3) Subchapter V, subchapter VI (other than §§  204 and 205 of this title) and subchapter XV of this chapter.
(d) For purposes of this chapter:
(1) A “charitable nonstock corporation” is any nonprofit nonstock corporation that is exempt from taxation under § 501(c)(3) of the United States Internal Revenue Code [26 U.S.C. § 501(c)(3)], or any successor provisions.
(2) A “membership interest” is, unless otherwise provided in a nonstock corporation's certificate of incorporation, a member's share of the profits and losses of a nonstock corporation, or a member's right to receive distributions of the nonstock corporation's assets, or both;
(3) A “nonprofit nonstock corporation” is a nonstock corporation that does not have membership interests; and
(4) A “nonstock corporation” is any corporation organized under this chapter that is not authorized to issue capital stock.
77 Del. Laws, c. 253, §  9;  77 Del. Laws, c. 290, §  3;  79 Del. Laws, c. 72, §§  1, 2;  79 Del. Laws, c. 122, §§  3-5;  80 Del. Laws, c. 40, §  4;  81 Del. Laws, c. 354, §§ 2, 3;  83 Del. Laws, c. 377, § 5;
2023 Delaware Code › Title 8 - Corporations › Chapter 1. GENERAL CORPORATION LAW › Subchapter I. Formation › § 115. Forum selection provisions.

§ 115. Forum selection provisions.
The certificate of incorporation or the bylaws may require, consistent with applicable jurisdictional requirements, that any or all internal corporate claims shall be brought solely and exclusively in any or all of the courts in this State, and no provision of the certificate of incorporation or the bylaws may prohibit bringing such claims in the courts of this State. “Internal corporate claims” means claims, including claims in the right of the corporation, (i) that are based upon a violation of a duty by a current or former director or officer or stockholder in such capacity, or (ii) as to which this title confers jurisdiction upon the Court of Chancery.
80 Del. Laws, c. 40, §  5;
2023 Delaware Code › Title 8 - Corporations › Chapter 1. GENERAL CORPORATION LAW › Subchapter II. Powers › § 121. General powers.

§ 121. General powers.
(a) In addition to the powers enumerated in § 122 of this title, every corporation, its officers, directors and stockholders shall possess and may exercise all the powers and privileges granted by this chapter or by any other law or by its certificate of incorporation, together with any powers incidental thereto, so far as such powers and privileges are necessary or convenient to the conduct, promotion or attainment of the business or purposes set forth in its certificate of incorporation.
(b) Every corporation shall be governed by the provisions and be subject to the restrictions and liabilities contained in this chapter.
8 Del. C. 1953, §  121;  56 Del. Laws, c. 50.;
2023 Delaware Code › Title 8 - Corporations › Chapter 1. GENERAL CORPORATION LAW › Subchapter II. Powers › § 123. Powers respecting securities of other corporations or entities.

§ 123. Powers respecting securities of other corporations or entities.
Any corporation organized under the laws of this State may guarantee, purchase, take, receive, subscribe for or otherwise acquire; own, hold, use or otherwise employ; sell, lease, exchange, transfer or otherwise dispose of; mortgage, lend, pledge or otherwise deal in and with, bonds and other obligations of, or shares or other securities or interests in, or issued by, any other domestic or foreign corporation, partnership, association or individual, or by any government or agency or instrumentality thereof. A corporation while owner of any such securities may exercise all the rights, powers and privileges of ownership, including the right to vote.
8 Del. C. 1953, §  123;  56 Del. Laws, c. 50.;
2023 Delaware Code › Title 8 - Corporations › Chapter 1. GENERAL CORPORATION LAW › Subchapter II. Powers › § 124. Effect of lack of corporate capacity or power; ultra vires.

§ 124. Effect of lack of corporate capacity or power; ultra vires.
No act of a corporation and no conveyance or transfer of real or personal property to or by a corporation shall be invalid by reason of the fact that the corporation was without capacity or power to do such act or to make or receive such conveyance or transfer, but such lack of capacity or power may be asserted:
(1) In a proceeding by a stockholder against the corporation to enjoin the doing of any act or acts or the transfer of real or personal property by or to the corporation. If the unauthorized acts or transfer sought to be enjoined are being, or are to be, performed or made pursuant to any contract to which the corporation is a party, the court may, if all of the parties to the contract are parties to the proceeding and if it deems the same to be equitable, set aside and enjoin the performance of such contract, and in so doing may allow to the corporation or to the other parties to the contract, as the case may be, such compensation as may be equitable for the loss or damage sustained by any of them which may result from the action of the court in setting aside and enjoining the performance of such contract, but anticipated profits to be derived from the performance of the contract shall not be awarded by the court as a loss or damage sustained;
(2) In a proceeding by the corporation, whether acting directly or through a receiver, trustee or other legal representative, or through stockholders in a representative suit, against an incumbent or former officer or director of the corporation, for loss or damage due to such incumbent or former officer's or director's unauthorized act;
(3) In a proceeding by the Attorney General to dissolve the corporation, or to enjoin the corporation from the transaction of unauthorized business.
8 Del. C. 1953, §  124;  56 Del. Laws, c. 50;  71 Del. Laws, c. 339, §  8;
2023 Delaware Code › Title 8 - Corporations › Chapter 1. GENERAL CORPORATION LAW › Subchapter II. Powers › § 126. Banking power denied.

§ 126. Banking power denied.
(a) No corporation organized under this chapter shall possess the power of issuing bills, notes, or other evidences of debt for circulation as money, or the power of carrying on the business of receiving deposits of money.
(b) Corporations organized under this chapter to buy, sell and otherwise deal in notes, open accounts and other similar evidences of debt, or to loan money and to take notes, open accounts and other similar evidences of debt as collateral security therefor, shall not be deemed to be engaging in the business of banking.
8 Del. C. 1953, §  126;  56 Del. Laws, c. 50;  57 Del. Laws, c. 148, §  4;
2023 Delaware Code › Title 8 - Corporations › Chapter 1. GENERAL CORPORATION LAW › Subchapter II. Powers › § 127. Private foundation; powers and duties.

§ 127. Private foundation; powers and duties.
A corporation of this State which is a private foundation under the United States internal revenue laws and whose certificate of incorporation does not expressly provide that this section shall not apply to it is required to act or to refrain from acting so as not to subject itself to the taxes imposed by 26 U.S.C. § 4941 (relating to taxes on self-dealing), § 4942 (relating to taxes on failure to distribute income), § 4943 (relating to taxes on excess business holdings), § 4944 (relating to taxes on investments which jeopardize charitable purpose), or § 4945 (relating to taxable expenditures), or corresponding provisions of any subsequent United States internal revenue law.
8 Del. C. 1953, §  127;  58 Del. Laws, c. 87.;
2023 Delaware Code › Title 8 - Corporations › Chapter 1. GENERAL CORPORATION LAW › Subchapter III. Registered Office and Registered Agent › § 131. Registered office in State; principal office or place of business in State.

§ 131. Registered office in State; principal office or place of business in State.
(a) Every corporation shall have and maintain in this State a registered office which may, but need not be, the same as its place of business.
(b) Whenever the term “corporation's principal office or place of business in this State” or “principal office or place of business of the corporation in this State,” or other term of like import, is or has been used in a corporation's certificate of incorporation, or in any other document, or in any statute, it shall be deemed to mean and refer to, unless the context indicates otherwise, the corporation's registered office required by this section; and it shall not be necessary for any corporation to amend its certificate of incorporation or any other document to comply with this section.
(c) As contained in any certificate of incorporation or other document filed with the Secretary of State under this chapter, the address of a registered office shall include the street, number, city, county and postal code.
8 Del. C. 1953, §  131;  56 Del. Laws, c. 50;  78 Del. Laws, c. 96, §  5;
2023 Delaware Code › Title 8 - Corporations › Chapter 1. GENERAL CORPORATION LAW › Subchapter III. Registered Office and Registered Agent › § 133. Change of location of registered office; change of registered agent.

§ 133. Change of location of registered office; change of registered agent.
Any corporation may, by resolution of its board of directors, change the location of its registered office in this State to any other place in this State. By like resolution, the registered agent of a corporation may be changed to any other person or corporation including itself. In either such case, the resolution shall be as detailed in its statement as is required by § 102(a)(2) of this title. Upon the adoption of such a resolution, a certificate certifying the change shall be executed, acknowledged, and filed in accordance with § 103 of this title.
8 Del. C. 1953, §  133;  56 Del. Laws, c. 50;  69 Del. Laws, c. 235, §  4;  70 Del. Laws, c. 587, §  8;
2023 Delaware Code › Title 8 - Corporations › Chapter 1. GENERAL CORPORATION LAW › Subchapter III. Registered Office and Registered Agent › § 134. Change of address or name of registered agent.

§ 134. Change of address or name of registered agent.
(a) A registered agent may change the address of the registered office of the corporation or corporations for which the agent is a registered agent to another address in this State by filing with the Secretary of State a certificate, executed and acknowledged by such registered agent, setting forth the address at which such registered agent has maintained the registered office for each of the corporations for which it is a registered agent, and further certifying to the new address to which each such registered office will be changed on a given day, and at which new address such registered agent will thereafter maintain the registered office for each of the corporations for which it is a registered agent. Thereafter, or until further change of address, as authorized by law, the registered office in this State of each of the corporations for which the agent is a registered agent shall be located at the new address of the registered agent thereof as given in the certificate.
(b) In the event of a change of name of any person or corporation acting as registered agent in this State, such registered agent shall file with the Secretary of State a certificate, executed and acknowledged by such registered agent, setting forth the new name of such registered agent, the name of such registered agent before it was changed, and the address at which such registered agent has maintained the registered office for each of the corporations for which it acts as a registered agent. A change of name of any person or corporation acting as a registered agent as a result of a merger or consolidation of the registered agent, with or into another person or corporation which succeeds to its assets by operation of law, shall be deemed a change of name for purposes of this section.
8 Del. C. 1953, §  134;  56 Del. Laws, c. 50;  64 Del. Laws, c. 112, §  4;  70 Del. Laws, c. 186, §  1;  70 Del. Laws, c. 587, §  9;  73 Del. Laws, c. 82, §§  2, 3;
2023 Delaware Code › Title 8 - Corporations › Chapter 1. GENERAL CORPORATION LAW › Subchapter III. Registered Office and Registered Agent › § 135. Resignation of registered agent coupled with appointment of successor.

§ 135. Resignation of registered agent coupled with appointment of successor.
The registered agent of 1 or more corporations may resign and appoint a successor registered agent by filing a certificate with the Secretary of State, stating the name and address of the successor agent, in accordance with § 102(a)(2) of this title. There shall be attached to such certificate a statement of each affected corporation ratifying and approving such change of registered agent. Each such statement shall be executed and acknowledged in accordance with § 103 of this title. Upon such filing, the successor registered agent shall become the registered agent of such corporations as have ratified and approved such substitution and the successor registered agent's address, as stated in such certificate, shall become the address of each such corporation's registered office in this State.
8 Del. C. 1953, §  135;  56 Del. Laws, c. 50;  70 Del. Laws, c. 587, §  10;  82 Del. Laws, c. 256, § 7;
2023 Delaware Code › Title 8 - Corporations › Chapter 1. GENERAL CORPORATION LAW › Subchapter III. Registered Office and Registered Agent › § 136. Resignation of registered agent not coupled with appointment of successor.

§ 136. Resignation of registered agent not coupled with appointment of successor.
(a) The registered agent of a corporation, including a corporation which has become void pursuant to §  510 of this title, may resign without appointing a successor by filing a certificate of resignation with the Secretary of State, but such resignation shall not become effective until 30 days after the certificate is filed. The certificate shall be executed and acknowledged by the registered agent, shall contain a statement that written notice of resignation was given to the corporation at least 30 days prior to the filing of the certificate by mailing or delivering such notice to the corporation at its address last known to the registered agent and shall set forth the date of such notice. The certificate shall include such information last provided to the registered agent pursuant to §  132(d) of this title for a communications contact for the affected corporation. Such information regarding the communications contact shall not be deemed public. A certificate filed pursuant to this section must be on the form prescribed by the Secretary of State.
(b) After receipt of the notice of the resignation of its registered agent, provided for in subsection (a) of this section, the corporation for which such registered agent was acting shall obtain and designate a new registered agent to take the place of the registered agent so resigning in the same manner as provided in § 133 of this title for change of registered agent. If such corporation, being a corporation of this State, fails to obtain and designate a new registered agent as aforesaid prior to the expiration of the period of 30 days after the filing by the registered agent of the certificate of resignation, the Secretary of State shall declare the charter of such corporation forfeited. If such corporation, being a foreign corporation, fails to obtain and designate a new registered agent as aforesaid prior to the expiration of the period of 30 days after the filing by the registered agent of the certificate of resignation, the Secretary of State shall forfeit its authority to do business in this State.
(c) After the resignation of the registered agent shall have become effective as provided in this section and if no new registered agent shall have been obtained and designated in the time and manner aforesaid, service of legal process against the corporation for which the resigned registered agent had been acting shall thereafter be upon the Secretary of State in accordance with § 321 of this title.
8 Del. C. 1953, §  136;  56 Del. Laws, c. 50;  56 Del. Laws, c. 186, §  2;  64 Del. Laws, c. 112, §  5;  69 Del. Laws, c. 233, §§  1-3;  70 Del. Laws, c. 79, §§  5, 6;  70 Del. Laws, c. 587, §  11;  82 Del. Laws, c. 45, § 3;
2023 Delaware Code › Title 8 - Corporations › Chapter 1. GENERAL CORPORATION LAW › Subchapter IV. Directors and Officers › § 142. Officers; titles, duties, selection, term; failure to elect; vacancies.

§ 142. Officers; titles, duties, selection, term; failure to elect; vacancies.
(a) Every corporation organized under this chapter shall have such officers with such titles and duties as shall be stated in the bylaws or in a resolution of the board of directors which is not inconsistent with the bylaws and as may be necessary to enable it to sign instruments and stock certificates which comply with §§ 103(a)(2) and 158 of this title. One of the officers shall have the duty to record the proceedings of the meetings of the stockholders and directors in a book to be kept for that purpose. Any number of offices may be held by the same person unless the certificate of incorporation or bylaws otherwise provide.
(b) Officers shall be chosen in such manner and shall hold their offices for such terms as are prescribed by the bylaws or determined by the board of directors or other governing body. Each officer shall hold office until such officer's successor is elected and qualified or until such officer's earlier resignation or removal. Any officer may resign at any time upon written notice to the corporation.
(c) The corporation may secure the fidelity of any or all of its officers or agents by bond or otherwise.
(d) A failure to elect officers shall not dissolve or otherwise affect the corporation.
(e) Any vacancy occurring in any office of the corporation by death, resignation, removal or otherwise, shall be filled as the bylaws provide. In the absence of such provision, the vacancy shall be filled by the board of directors or other governing body.
8 Del. C. 1953, §  142;  56 Del. Laws, c. 50;  56 Del. Laws, c. 186, §  4;  57 Del. Laws, c. 649, §  2;  59 Del. Laws, c. 437, §  6;  71 Del. Laws, c. 339, §  14;
2023 Delaware Code › Title 8 - Corporations › Chapter 1. GENERAL CORPORATION LAW › Subchapter IV. Directors and Officers › § 143. Loans to employees and officers; guaranty of obligations of employees and officers.

§ 143. Loans to employees and officers; guaranty of obligations of employees and officers.
Any corporation may lend money to, or guarantee any obligation of, or otherwise assist any officer or other employee of the corporation or of its subsidiary, including any officer or employee who is a director of the corporation or its subsidiary, whenever, in the judgment of the directors, such loan, guaranty or assistance may reasonably be expected to benefit the corporation. The loan, guaranty or other assistance may be with or without interest, and may be unsecured, or secured in such manner as the board of directors shall approve, including, without limitation, a pledge of shares of stock of the corporation. Nothing in this section contained shall be deemed to deny, limit or restrict the powers of guaranty or warranty of any corporation at common law or under any statute.
8 Del. C. 1953, §  143;  56 Del. Laws, c. 50.;
2023 Delaware Code › Title 8 - Corporations › Chapter 1. GENERAL CORPORATION LAW › Subchapter IV. Directors and Officers › § 144. Interested directors; quorum.

§ 144. Interested directors; quorum.
(a) No contract or transaction between a corporation and 1 or more of its directors or officers, or between a corporation and any other corporation, partnership, association, or other organization in which 1 or more of its directors or officers, are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the board or committee which authorizes the contract or transaction, or solely because any such director's or officer's votes are counted for such purpose, if:
(1) The material facts as to the director's or officer's relationship or interest and as to the contract or transaction are disclosed or are known to the board of directors or the committee, and the board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or
(2) The material facts as to the director's or officer's relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or
(3) The contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified, by the board of directors, a committee or the stockholders.
(b) Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or of a committee which authorizes the contract or transaction.
8 Del. C. 1953, §  144;  56 Del. Laws, c. 50;  56 Del. Laws, c. 186, §  5;  57 Del. Laws, c. 148, §  7;  71 Del. Laws, c. 339, §§  15-17;  77 Del. Laws, c. 253, §§  13, 14;
2023 Delaware Code › Title 8 - Corporations › Chapter 1. GENERAL CORPORATION LAW › Subchapter IV. Directors and Officers › § 146. Submission of matters for stockholder vote.

§ 146. Submission of matters for stockholder vote.
A corporation may agree to submit a matter to a vote of its stockholders whether or not the board of directors determines at any time subsequent to approving such matter that such matter is no longer advisable and recommends that the stockholders reject or vote against the matter.
74 Del. Laws, c. 84, §  3;
2023 Delaware Code › Title 8 - Corporations › Chapter 1. GENERAL CORPORATION LAW › Subchapter V. Stock and Dividends › § 153. Consideration for stock.

§ 153. Consideration for stock.
(a) Shares of stock with par value may be issued for such consideration, having a value not less than the par value of the shares so issued, as determined from time to time in accordance with § 152 of this title, or by the stockholders if the certificate of incorporation so provides.
(b) Shares of stock without par value may be issued for such consideration as is determined from time to time in accordance with § 152 of this title, or by the stockholders if the certificate of incorporation so provides.
(c) Treasury shares may be disposed of by the corporation in the same manner that shares of stock are issued pursuant to § 152(a) through (d) of this title, or may be disposed of for such consideration as determined by the stockholders if the certificate of incorporation so provides. The consideration received for treasury shares may have a value greater or less than, or equal to, the par value (if any) of such shares and may consist of cash, any tangible or intangible property or any benefit to the corporation, or any combination thereof.
(d) If the certificate of incorporation reserves to the stockholders the right to determine the consideration for the issue of any shares, the stockholders shall, unless the certificate requires a greater vote, do so by a vote of a majority of the outstanding stock entitled to vote thereon.
8 Del. C. 1953, §  153;  56 Del. Laws, c. 50;  57 Del. Laws, c. 148, §  10;  83 Del. Laws, c. 377, § 4;  84 Del. Laws, c. 98, § 2;
2023 Delaware Code › Title 8 - Corporations › Chapter 1. GENERAL CORPORATION LAW › Subchapter V. Stock and Dividends › § 154. Determination of amount of capital; capital, surplus and net assets defined.

§ 154. Determination of amount of capital; capital, surplus and net assets defined.
Any corporation may, by resolution of its board of directors, determine that only a part of the consideration which shall be received by the corporation for any of the shares of its capital stock which it shall issue from time to time shall be capital; but, in case any of the shares issued shall be shares having a par value, the amount of the part of such consideration so determined to be capital shall be in excess of the aggregate par value of the shares issued for such consideration having a par value, unless all the shares issued shall be shares having a par value, in which case the amount of the part of such consideration so determined to be capital need be only equal to the aggregate par value of such shares. In each such case the board of directors shall specify in dollars the part of such consideration which shall be capital. If the board of directors shall not have determined (1) at the time of issue of any shares of the capital stock of the corporation issued for cash or (2) within 60 days after the issue of any shares of the capital stock of the corporation issued for consideration other than cash what part of the consideration for such shares shall be capital, the capital of the corporation in respect of such shares shall be an amount equal to the aggregate par value of such shares having a par value, plus the amount of the consideration for such shares without par value. The amount of the consideration so determined to be capital in respect of any shares without par value shall be the stated capital of such shares. The capital of the corporation may be increased from time to time by resolution of the board of directors directing that a portion of the net assets of the corporation in excess of the amount so determined to be capital be transferred to the capital account. The board of directors may direct that the portion of such net assets so transferred shall be treated as capital in respect of any shares of the corporation of any designated class or classes. The excess, if any, at any given time, of the net assets of the corporation over the amount so determined to be capital shall be surplus. Net assets means the amount by which total assets exceed total liabilities. Capital and surplus are not liabilities for this purpose. Notwithstanding anything in this section to the contrary, for purposes of this section and §§ 160 and 170 of this title, the capital of any nonstock corporation shall be deemed to be zero.
8 Del. C. 1953, §  154;  56 Del. Laws, c. 50;  59 Del. Laws, c. 106, §  2;  74 Del. Laws, c. 326, §  4;  77 Del. Laws, c. 253, §  15;
2023 Delaware Code › Title 8 - Corporations › Chapter 1. GENERAL CORPORATION LAW › Subchapter V. Stock and Dividends › § 155. Fractions of shares.

§ 155. Fractions of shares.
A corporation may, but shall not be required to, issue fractions of a share. If it does not issue fractions of a share, it shall (1) arrange for the disposition of fractional interests by those entitled thereto, (2) pay in cash the fair value of fractions of a share as of the time when those entitled to receive such fractions are determined or (3) issue scrip or warrants in registered form (either represented by a certificate or uncertificated) or in bearer form (represented by a certificate) which shall entitle the holder to receive a full share upon the surrender of such scrip or warrants aggregating a full share. A certificate for a fractional share or an uncertificated fractional share shall, but scrip or warrants shall not unless otherwise provided therein, entitle the holder to exercise voting rights, to receive dividends thereon and to participate in any of the assets of the corporation in the event of liquidation. The board of directors may cause scrip or warrants to be issued subject to the conditions that they shall become void if not exchanged for certificates representing the full shares or uncertificated full shares before a specified date, or subject to the conditions that the shares for which scrip or warrants are exchangeable may be sold by the corporation and the proceeds thereof distributed to the holders of scrip or warrants, or subject to any other conditions which the board of directors may impose.
8 Del. C. 1953, §  155;  56 Del. Laws, c. 50;  56 Del. Laws, c. 186, §  7;  57 Del. Laws, c. 148, §  11;  64 Del. Laws, c. 112, §  11;
2023 Delaware Code › Title 8 - Corporations › Chapter 1. GENERAL CORPORATION LAW › Subchapter V. Stock and Dividends › § 156. Partly paid shares.

§ 156. Partly paid shares.
Any corporation may issue the whole or any part of its shares as partly paid and subject to call for the remainder of the consideration to be paid therefor. Upon the face or back of each stock certificate issued to represent any such partly paid shares, or upon the books and records of the corporation in the case of uncertificated partly paid shares, the total amount of the consideration to be paid therefor and the amount paid thereon shall be stated. Upon the declaration of any dividend on fully paid shares, the corporation shall declare a dividend upon partly paid shares of the same class, but only upon the basis of the percentage of the consideration actually paid thereon.
8 Del. C. 1953, §  156;  56 Del. Laws, c. 50;  64 Del. Laws, c. 112, §  12;
2023 Delaware Code › Title 8 - Corporations › Chapter 1. GENERAL CORPORATION LAW › Subchapter V. Stock and Dividends › § 158. Stock certificates; uncertificated shares.

§ 158. Stock certificates; uncertificated shares.
The shares of a corporation shall be represented by certificates, provided that the board of directors of the corporation may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the corporation. Every holder of stock represented by certificates shall be entitled to have a certificate signed by, or in the name of, the corporation by any 2 authorized officers of the corporation representing the number of shares registered in certificate form. Any or all the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue. A corporation shall not have power to issue a certificate in bearer form.
8 Del. C. 1953, §  158;  56 Del. Laws, c. 50;  56 Del. Laws, c. 186, §  8;  58 Del. Laws, c. 235, §  2;  64 Del. Laws, c. 112, §  13;  71 Del. Laws, c. 339, §  19;  73 Del. Laws, c. 298, §  3;  75 Del. Laws, c. 30, §  2;  80 Del. Laws, c. 265, § 6;
2023 Delaware Code › Title 8 - Corporations › Chapter 1. GENERAL CORPORATION LAW › Subchapter V. Stock and Dividends › § 159. Shares of stock; personal property, transfer and taxation.

§ 159. Shares of stock; personal property, transfer and taxation.
The shares of stock in every corporation shall be deemed personal property and transferable as provided in Article 8 of subtitle I of Title 6. No stock or bonds issued by any corporation organized under this chapter shall be taxed by this State when the same shall be owned by nonresidents of this State, or by foreign corporations. Whenever any transfer of shares shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of transfer if, when the certificates are presented to the corporation for transfer or uncertificated shares are requested to be transferred, both the transferor and transferee request the corporation to do so.
8 Del. C. 1953, §  159;  56 Del. Laws, c. 50;  64 Del. Laws, c. 112, §  14;
2023 Delaware Code › Title 8 - Corporations › Chapter 1. GENERAL CORPORATION LAW › Subchapter V. Stock and Dividends › § 161. Issuance of additional stock; when and by whom.

§ 161. Issuance of additional stock; when and by whom.
The directors may, at any time and from time to time, if all of the shares of capital stock which the corporation is authorized by its certificate of incorporation to issue have not been issued, subscribed for, or otherwise committed to be issued, issue or take subscriptions for additional shares of its capital stock up to the amount authorized in its certificate of incorporation.
8 Del. C. 1953, §  161;  56 Del. Laws, c. 50.;
2023 Delaware Code › Title 8 - Corporations › Chapter 1. GENERAL CORPORATION LAW › Subchapter V. Stock and Dividends › § 162. Liability of stockholder or subscriber for stock not paid in full.

§ 162. Liability of stockholder or subscriber for stock not paid in full.
(a) When the whole of the consideration payable for shares of a corporation has not been paid in, and the assets shall be insufficient to satisfy the claims of its creditors, each holder of or subscriber for such shares shall be bound to pay on each share held or subscribed for by such holder or subscriber the sum necessary to complete the amount of the unpaid balance of the consideration for which such shares were issued or are to be issued by the corporation.
(b) The amounts which shall be payable as provided in subsection (a) of this section may be recovered as provided in § 325 of this title, after a writ of execution against the corporation has been returned unsatisfied as provided in said § 325.
(c) Any person becoming an assignee or transferee of shares or of a subscription for shares in good faith and without knowledge or notice that the full consideration therefor has not been paid shall not be personally liable for any unpaid portion of such consideration, but the transferor shall remain liable therefor.
(d) No person holding shares in any corporation as collateral security shall be personally liable as a stockholder but the person pledging such shares shall be considered the holder thereof and shall be so liable. No executor, administrator, guardian, trustee or other fiduciary shall be personally liable as a stockholder, but the estate or funds held by such executor, administrator, guardian, trustee or other fiduciary in such fiduciary capacity shall be liable.
(e) No liability under this section or under § 325 of this title shall be asserted more than 6 years after the issuance of the stock or the date of the subscription upon which the assessment is sought.
(f) In any action by a receiver or trustee of an insolvent corporation or by a judgment creditor to obtain an assessment under this section, any stockholder or subscriber for stock of the insolvent corporation may appear and contest the claim or claims of such receiver or trustee.
8 Del. C. 1953, §  162;  56 Del. Laws, c. 50;  71 Del. Laws, c. 339, §  20;
2023 Delaware Code › Title 8 - Corporations › Chapter 1. GENERAL CORPORATION LAW › Subchapter V. Stock and Dividends › § 163. Payment for stock not paid in full.

§ 163. Payment for stock not paid in full.
The capital stock of a corporation shall be paid for in such amounts and at such times as the directors may require. The directors may, from time to time, demand payment, in respect of each share of stock not fully paid, of such sum of money as the necessities of the business may, in the judgment of the board of directors, require, not exceeding in the whole the balance remaining unpaid on said stock, and such sum so demanded shall be paid to the corporation at such times and by such installments as the directors shall direct. The directors shall give notice of the time and place of such payments, which notice shall be given at least 30 days before the time for such payment, to each holder of or subscriber for stock which is not fully paid at such holder's or subscriber's last known address.
8 Del. C. 1953, §  163;  56 Del. Laws, c. 50;  71 Del. Laws, c. 339, §  21;  82 Del. Laws, c. 45, § 6;
2023 Delaware Code › Title 8 - Corporations › Chapter 1. GENERAL CORPORATION LAW › Subchapter V. Stock and Dividends › § 164. Failure to pay for stock; remedies.

§ 164. Failure to pay for stock; remedies.
When any stockholder fails to pay any installment or call upon such stockholder's stock which may have been properly demanded by the directors, at the time when such payment is due, the directors may collect the amount of any such installment or call or any balance thereof remaining unpaid, from the said stockholder by an action at law, or they shall sell at public sale such part of the shares of such delinquent stockholder as will pay all demands then due from such stockholder with interest and all incidental expenses, and shall transfer the shares so sold to the purchaser, who shall be entitled to a certificate therefor.
Notice of the time and place of such sale and of the sum due on each share shall be given by advertisement at least 1 week before the sale, in a newspaper of the county in this State where such corporation's registered office is located, and such notice shall be mailed by the corporation to such delinquent stockholder at such stockholder's last known post-office address, at least 20 days before such sale.
If no bidder can be had to pay the amount due on the stock, and if the amount is not collected by an action at law, which may be brought within the county where the corporation has its registered office, within 1 year from the date of the bringing of such action at law, the said stock and the amount previously paid in by the delinquent stockholder on the stock shall be forfeited to the corporation.
8 Del. C. 1953, §  164;  56 Del. Laws, c. 50;  59 Del. Laws, c. 106, §  4;  71 Del. Laws, c. 339, §  22;
2023 Delaware Code › Title 8 - Corporations › Chapter 1. GENERAL CORPORATION LAW › Subchapter V. Stock and Dividends › § 165. Revocability of preincorporation subscriptions.

§ 165. Revocability of preincorporation subscriptions.
Unless otherwise provided by the terms of the subscription, a subscription for stock of a corporation to be formed shall be irrevocable, except with the consent of all other subscribers or the corporation, for a period of 6 months from its date.
8 Del. C. 1953, §  165;  56 Del. Laws, c. 50.;
2023 Delaware Code › Title 8 - Corporations › Chapter 1. GENERAL CORPORATION LAW › Subchapter V. Stock and Dividends › § 166. Formalities required of stock subscriptions.

§ 166. Formalities required of stock subscriptions.
A subscription for stock of a corporation, whether made before or after the formation of a corporation, shall not be enforceable against a subscriber, unless in writing and signed by the subscriber or by such subscriber's agent.
8 Del. C. 1953, §  166;  56 Del. Laws, c. 50;  71 Del. Laws, c. 339, §  23;
2023 Delaware Code › Title 8 - Corporations › Chapter 1. GENERAL CORPORATION LAW › Subchapter V. Stock and Dividends › § 167. Lost, stolen or destroyed stock certificates; issuance of new certificate or uncertificated shares.

§ 167. Lost, stolen or destroyed stock certificates; issuance of new certificate or uncertificated shares.
A corporation may issue a new certificate of stock or uncertificated shares in place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the corporation may require the owner of the lost, stolen or destroyed certificate, or such owner's legal representative to give the corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate or uncertificated shares.
8 Del. C. 1953, §  167;  56 Del. Laws, c. 50;  64 Del. Laws, c. 112, §  15;  71 Del. Laws, c. 339, §  24;