General Corporation Law
Del. Code tit. 8, ch. 1
in effectContents
section101. Incorporators; how corporation formed; purposes.section102. Contents of certificate of incorporation.section103. Execution, acknowledgment, filing, recording and effective date of original certificate of incorporation and other instruments; exceptions.section104. Certificate of incorporation; definition.section105. Certificate of incorporation and other certificates; evidence.section106. Commencement of corporate existence.section107. Powers of incorporators.section108. Organization meeting of incorporators or directors named in certificate of incorporation.section109. Bylaws.section110. Emergency bylaws and other powers in emergency [For application of this section, see 82 Del. Laws, c. 256, § 23].section111. 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].section112. Access to proxy solicitation materials.section113. Proxy expense reimbursement.section114. Application of chapter to nonstock corporations.section115. Forum selection provisions.section116. Document form, signature and delivery.section121. General powers.section122. Specific powers [For application of this section, see 84 Del. Laws, c. 309, § 6].section123. Powers respecting securities of other corporations or entities.section124. Effect of lack of corporate capacity or power; ultra vires.section125. Conferring academic or honorary degrees.section126. Banking power denied.section127. Private foundation; powers and duties.section131. Registered office in State.section132. Registered agent in State; resident agent.section133. Change of location of registered office; change of registered agent.section134. Change of address or name of registered agent.section135. Resignation of registered agent coupled with appointment of successor.section136. Resignation of registered agent not coupled with appointment of successor.section141. Board of directors; powers; number, qualifications, terms and quorum; committees; classes of directors; nonstock corporations; reliance upon books; action without meeting; removal.section142. Officers; titles, duties, selection, term; failure to elect; vacancies.section143. Loans to employees and officers; guaranty of obligations of employees and officers.section144. Interested directors and officers; controlling stockholder transactions; quorum [For application of this section, see 85 Del. Laws, c. 6, § 3].section145. Indemnification of officers, directors, employees and agents; insurance.section146. Submission of matters for stockholder vote.section147. Authorization of agreements and other instruments [For application of this section, see 84 Del. Laws, c. 309, § 6].section151. Classes and series of stock; redemption; rights.section152. Issuance of stock; lawful consideration; fully paid stock.section153. Consideration for stock.section154. Determination of amount of capital; capital, surplus and net assets defined.section155. Fractions of shares.section156. Partly paid shares.section157. Rights and options respecting stock.section158. Stock certificates; uncertificated shares.section159. Shares of stock; personal property, transfer and taxation.section160. Corporation’s powers respecting ownership, voting, etc., of its own stock; rights of stock called for redemption.section161. Issuance of additional stock; when and by whom.section162. Liability of stockholder or subscriber for stock not paid in full.section163. Payment for stock not paid in full.section164. Failure to pay for stock; remedies.section165. Revocability of preincorporation subscriptions.section166. Formalities required of stock subscriptions.section167. Lost, stolen or destroyed stock certificates; issuance of new certificate or uncertificated shares.section168. Judicial proceedings to compel issuance of new certificate or uncertificated shares.section169. Situs of ownership of stock.section170. Dividends; payment; wasting asset corporations.section171. Special purpose reserves.section172. Liability of directors and committee members as to dividends or stock redemption.section173. Declaration and payment of dividends.section174. Liability of directors for unlawful payment of dividend or unlawful stock purchase or redemption; exoneration from liability; contribution among directors; subrogation.section201. Transfer of stock, stock certificates and uncertificated stock.section202. Restrictions on transfer and ownership of securities.section203. Business combinations with interested stockholders.section204. Ratification of defective corporate acts and stock [For application of this section, see 80 Del. Laws, c. 40, § 16, and 81 Del. Laws, c. 354, § 16].section205. Proceedings regarding validity of defective corporate acts and stock [For application of this section, see 80 Del. Laws, c. 40, § 16].section211. Meetings of stockholders.section212. Voting rights of stockholders; proxies; limitations.section213. Fixing date for determination of stockholders of record.section214. Cumulative voting.section215. Voting rights of members of nonstock corporations; quorum; proxies.section216. Quorum and required vote for stock corporations.section217. Voting rights of fiduciaries, pledgors and joint owners of stock.section218. Voting trusts and other voting agreements.section219. List of stockholders entitled to vote; penalty for refusal to produce; stock ledger.section220. Inspection of books and records [For application of this section, see 85 Del. Laws, c. 6, § 3].section221. Voting, inspection and other rights of bondholders and debenture holders.section222. Notice of meetings and adjourned meetings.section223. Vacancies and newly created directorships.section224. Form of records.section225. Contested election of directors; proceedings to determine validity.section226. Appointment of custodian or receiver of corporation on deadlock or for other cause.section227. Powers of Court in elections of directors.section228. Consent of stockholders or members in lieu of meeting [For application of section, see 81 Del. Laws, c. 86, § 40].section229. Waiver of notice.section230. Exception to requirements of notice.section231. Voting procedures and inspectors of elections.section232. Delivery of notice; notice by electronic transmission [For application of this section, see 84 Del. Laws, c. 309, § 6].section233. Notice to stockholders sharing an address.section241. Amendment of certificate of incorporation before receipt of payment for stock.section242. Amendment of certificate of incorporation after receipt of payment for stock; nonstock corporations.section243. Retirement of stock.section244. Reduction of capital.section245. Restated certificate of incorporation.section246. [Reserved.]section251. Merger or consolidation of domestic corporations [For application of this section, see 79 Del. Laws, c. 327, § 8; 80 Del. Laws, c. 265, § 17; and 82 Del. Laws, c. 256, § 24].section252. Merger or consolidation of domestic and foreign corporations; service of process upon surviving or resulting corporation.section253. Merger of parent corporation and subsidiary corporation or corporations.section254. Merger or consolidation of domestic corporations and joint-stock or other associations.section255. Merger or consolidation of domestic nonstock corporations.section256. Merger or consolidation of domestic and foreign nonstock corporations; service of process upon surviving or resulting corporation.section257. Merger or consolidation of domestic stock and nonstock corporations.section258. Merger or consolidation of domestic and foreign stock and nonstock corporations.section259. Status, rights, liabilities, of constituent and surviving or resulting corporations following merger or consolidation.section260. Powers of corporation surviving or resulting from merger or consolidation or upon conversion or domestication; issuance of stock, bonds or other indebtedness.section261. Remedies; appointment of stockholder representatives; effect of merger upon pending actions [For application of this section, see 84 Del. Laws, c. 309, § 6].section262. Appraisal rights [For application of this section, see 81 Del. Laws, c. 354, § 17; 82 Del. Laws, c. 45, § 23; 82 Del. Laws, c. 256, § 24; 83 Del. Laws, c. 377, § 22; and 84 Del. Laws, c. 98, § 16].section263. Merger or consolidation of domestic corporations and partnerships; service of process upon surviving or resulting corporation or partnership.section264. Merger or consolidation of domestic corporations and limited liability companies; service of process upon surviving or resulting corporation or limited liability company.section265. Conversion of other entities to a domestic corporation [For application of this section, see 84 Del. Laws, c. 98, § 17].section266. Conversion of a domestic corporation to other entities [For application of this section, see 84 Del. Laws, c. 98, § 16].section267. Merger of parent entity and subsidiary corporation or corporations.section268. Amendments to certificate of incorporation of the surviving corporation; disclosure schedules [For application of this section, see 84 Del. Laws, c. 309, § 6].section271. Sale, lease or exchange of assets; consideration; procedure.section272. Mortgage or pledge of assets.section273. Dissolution of joint venture corporation having 2 stockholders.section274. Dissolution before issuance of shares or beginning of business; procedure.section275. Dissolution generally; procedure.section276. Dissolution of nonstock corporation; procedure.section277. Payment of franchise taxes before dissolution, merger, transfer or conversion.section278. Continuation of corporation after dissolution for purposes of suit and winding up affairs.section279. Trustees or receivers for dissolved corporations; appointment; powers; duties.section280. Notice to claimants; filing of claims.section281. Payment and distribution to claimants and stockholders.section282. Liability of stockholders of dissolved corporations.section283. Jurisdiction.section284. Revocation or forfeiture of charter; proceedings.section285. Dissolution or forfeiture of charter by decree of court; filing.section291. Receivers for insolvent corporations; appointment and powers.section292. Title to property; filing order of appointment; exception.section293. Notices to stockholders and creditors.section294. Receivers or trustees; inventory; list of debts and report.section295. Creditors’ proofs of claims; when barred; notice.section296. Adjudication of claims; appeal.section297. Sale of perishable or deteriorating property.section298. Compensation, costs and expenses of receiver or trustee.section299. Substitution of trustee or receiver as party; abatement of actions.section300. Employee’s lien for wages when corporation insolvent.section301. Discontinuance of liquidation.section302. Compromise or arrangement between corporation and creditors or stockholders.section303. Proceeding under the Federal Bankruptcy Code of the United States; effectuation.section311. Revocation of voluntary dissolution; restoration of expired certificate of incorporation.section312. Revival of certificate of incorporation.section313. Revival of certificate of incorporation or charter of exempt corporations.section314. Status of corporation.section321. Service of process on corporations.section322. Failure of corporation to obey order of court; appointment of receiver.section323. Failure of corporation to obey writ of mandamus; quo warranto proceedings for forfeiture of charter.section324. Attachment of shares of stock or any option, right or interest therein; procedure; sale; title upon sale; proceeds.section325. Actions against officers, directors or stockholders to enforce liability of corporation; unsatisfied judgment against corporation.section326. Action by officer, director or stockholder against corporation for corporate debt paid.section327. Stockholder’s derivative action; allegation of stock ownership.section328. Effect of liability of corporation on impairment of certain transactions.section329. Defective organization of corporation as defense.section330. Usury; pleading by corporation.section341. Law applicable to close corporation.section342. Close corporation defined; contents of certificate of incorporation.section343. Formation of a close corporation.section344. Election of existing corporation to become a close corporation.section345. Limitations on continuation of close corporation status.section346. Voluntary termination of close corporation status by amendment of certificate of incorporation; vote required.section347. Issuance or transfer of stock of a close corporation in breach of qualifying conditions.section348. Involuntary termination of close corporation status; proceeding to prevent loss of status.section349. Corporate option where a restriction on transfer of a security is held invalid.section350. Agreements restricting discretion of directors.section351. Management by stockholders.section352. Appointment of custodian for close corporation.section353. Appointment of a provisional director in certain cases.section354. Operating corporation as partnership.section355. Stockholders’ option to dissolve corporation.section356. Effect of this subchapter on other laws.section361. Law applicable to public benefit corporations; how formed.section362. Public benefit corporation defined; contents of certificate of incorporation.section363. Nonprofit nonstock corporations [For application of this section, see 82 Del. Laws, c. 256, § 24].section364. Stock certificates; notices regarding uncertificated stock.section365. Duties of directors.section366. Periodic statements and third-party certification.section367. Suits to enforce the requirements of § 365(a) of this title.section368. No effect on other corporations.section371. Definition; qualification to do business in State; procedure.section372. Additional requirements in case of change of name, change of business purpose or merger or consolidation.section373. Exceptions to requirements.section374. Annual report.section375. Failure to file report.section376. Service of process upon qualified foreign corporations.section377. Change of registered agent; reinstatement of qualification to do business.section378. Penalties for noncompliance.section379. Banking powers denied.section380. Foreign corporation as fiduciary in this State.section381. Withdrawal of foreign corporation from State; procedure; service of process on Secretary of State.section382. Service of process on nonqualifying foreign corporations.section383. Actions by and against unqualified foreign corporations.section384. Foreign corporations doing business without having qualified; injunctions.section385. Filing of certain instruments with recorder of deeds not required.section388. Domestication of non-United States entities [For application of section, see 83 Del. Laws, c. 377, § 24].section389. Temporary transfer of domicile into this State.section390. Transfer, domestication or continuance of domestic corporations [For application of this section, see 84 Del. Laws, c. 98, § 18].section391. Amounts payable to Secretary of State upon filing certificate or other paper.section392. [Reserved.]section393. Rights, liabilities and duties under prior statutes.section394. Reserved power of State to amend or repeal chapter; chapter part of corporation’s charter or certificate of incorporation.section395. Corporations using “trust” in name, advertisements and otherwise; restrictions; violations and penalties; exceptions.section396. Publication of chapter by Secretary of State; distribution.section397. Penalty for unauthorized publication of chapter.section398. Short title.
Source: DE Code (Official Site)URL: https://delcode.delaware.gov/title8/c001/sc01/index.htmlFetched: 10/4/2026