E. DELAWARE GENERAL CORPORATION LAW

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E.DELAWARE GENERAL CORPORATION LAW(Selected Sections)ContentsSectionPage101. Incorporators; How Corporation Formed; Purposes. TTTTTTTTTTTTT402102. Contents of Certificate of Incorporation. TTTTTTTTTTTTTTTTTTTTTTTT402103. Execution, Acknowledgment, Filing, Recording and Effective Dateof Original Certificate of Incorporation and Other Instruments;Exceptions. 7104. Certificate of Incorporation; Definition.TTTTTTTTTTTTTTTTTTTTTTTTT413105. Certificate of Incorporation and Other Certificates; Evidence.TTTTT413106. Commencement of Corporate Existence. TTTTTTTTTTTTTTTTTTTTTTTT413107. Powers of Incorporators. TTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTT414108. Organization Meeting of Incorporators or Directors Named inCertificate of Incorporation. TTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTT414109. TTTTTTTTTTT414110. Emergency Bylaws and Other Powers in Emergency. TTTTTTTTTTTT415111. Interpretation and Enforcement of the Certificate of Incorporationand TTTTT416121. General TTT417122. Specific Powers. 23. Powers Respecting Securities of Other Corporations or Entities. TT419124. Effect of Lack of Corporate Capacity or Power; Ultra Vires. TTTTTT419131. Registered Office in State; Principal Office or Place of Business inState. TTT420132. Registered Agent in State; Resident Agent. TTTTTTTTTTTTTTTTTTTTT420133. Change of Location of Registered Office; Change of TTTTTTTTTTTTTTTTTTT424134. Change of Address or Name of Registered Agent. TTTTTTTTTTTTTTTT424135. Resignation of Registered Agent Coupled With Appointment ofSuccessor. 25136. Resignation of Registered Agent Not Coupled With Appointmentof Successor. 141. Board of Directors; Powers; Number, Qualifications, Terms andQuorum; Committees; Classes of Directors; Non-profit Corporations; Reliance Upon Books; Action Without Meeting; Removal.426142. Officers; Titles; Duties; Selection; Term; Failure to Elect; Vacancies. TTTTT430143. Loans to Employees and Officers; Guaranty of Obligations ofEmployees and 44. Interested Directors; Quorum. TTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTT431145. Indemnification of Officers, Directors, Employees and Agents;Insurance. 32146. Submission of Matters to Stockholder Vote. TTTTTTTTTTTTTTTTTTTTT435151. Classes and Series of Stock; Redemption; Rights. TTTTTTTTTTTTTTTT435152. Issuance of Stock; Lawful Consideration; Fully Paid Stock. TTTTTTT438153. Consideration for Stock. TTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTT439399

CORPORATION LAWSectionPage154. Determination of Amount of Capital; Capital, Surplus and NetAssets TTT439155. Fractions of Shares. TTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTT440156. Partly Paid Shares. TTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTT440157. Rights and Options Respecting Stock. TTTTTTTTTTTTTTTTTTTTTTTTTT441158. Stock Certificates; Uncertificated Shares. TTTTTTTTTTTTTTTTTTTTTTT441159. Shares of Stock; Personal Property, Transfer and Taxation. TTTTTT442160. Corporation’s Powers Respecting Ownership, Voting, etc., of ItsOwn Stock; Rights of Stock Called for Redemption. TTTTTTTTTTTT442161. Issuance of Additional Stock; When and by Whom. TTTTTTTTTTTTTT443162. Liability of Stockholder or Subscriber for Stock Not Paid in Full.443163. Payment for Stock Not Paid in Full.TTTTTTTTTTTTTTTTTTTTTTTTTTTT444164. Failure to Pay for Stock; Remedies. TTTTTTTTTTTTTTTTTTTTTTTTTTTT444165. Revocability of Preincorporation Subscriptions. TTTTTTTTTTTTTTTTT445166. Formalities Required of Stock Subscriptions.TTTTTTTTTTTTTTTTTTTT445169. Situs of Ownership of Stock.TTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTT445170. Dividends; Payment; Wasting Asset Corporations. TTTTTTTTTTTTTTT445171. Special Purpose Reserves. TTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTT446172. Liability of Directors and Committee Members as to Dividends orStock Redemption. TTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTT446173. Declaration and Payment of Dividends.TTTTTTTTTTTTTTTTTTTTTTTTT447174. Liability of Directors for Unlawful Payment of Dividend or Unlawful Stock Purchase or Redemption; Exoneration From Liability;Contribution Among Directors; Subrogation. TTTTTTTTTTTTTTTTTT447201. Transfer of Stock, Stock Certificate and Uncertificated Stock. TTTT448202. Restriction on Transfer of Securities.TTTTTTTTTTTTTTTTTTTTTTTTTTT448203. Business Combinations With Interested Stockholders TTTTTTTTTTTT450211. Meetings of Stockholders. TTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTT455212. Voting Rights of Stockholders; Proxies; Limitations. TTTTTTTTTTTTT457213. Fixing Date for Determination of Stockholders of Record. TTTTTTTT458214. Cumulative Voting. TTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTT459216. Quorum and Required Vote for Stock Corporations. TTTTTTTTTTTTT460217. Voting Rights of Fiduciaries, Pledgors and Joint Owners of Stock.460218. Voting Trusts and Other Voting Agreements. TTTTTTTTTTTTTTTTTTT461219. List of Stockholders Entitled to Vote; Penalty for Refusal toProduce; Stock Ledger. TTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTT462220. Inspection of Books and Records. TTTTTTTTTTTTTTTTTTTTTTTTTTTTTT463221. Voting, Inspection and Other Rights of Bondholders and Debenture Holders. 22. Notice of Meetings and Adjourned Meetings. TTTTTTTTTTTTTTTTTTTT466223. Vacancies and Newly Created Directorships. TTTTTTTTTTTTTTTTTTTT466224. Form of Records. 5. Contested Election of Directors; Proceedings to Determine Validity. TTTTTT468226. Appointment of Custodian or Receiver of Corporation on Deadlockor for Other Cause. TTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTT469227. Powers of Court in Elections of Directors. TTTTTTTTTTTTTTTTTTTTTT469228. Consent of Stockholders or Members in Lieu of Meeting. TTTTTTTTT469229. Waiver of Notice. 0. Exception to Requirements of Notice. TTTTTTTTTTTTTTTTTTTTTTTTTT472231. Voting Procedures and Inspectors of Elections. TTTTTTTTTTTTTTTTTT473400

GENERAL CORP. LAW OF DELAWARESectionPage232. Notice by Electronic Transmission. TTTTTTTTTTTTTTTTTTTTTTTTTTTT474233. Notice to Stockholders Sharing an Address. TTTTTTTTTTTTTTTTTTTTT475241. Amendment of Certificate of Incorporation Before Receipt of Payment for Stock. . Amendment of Certificate of Incorporation After Receipt of Payment for Stock; Non-stock Corporations.TTTTTTTTTTTTTTTTTTTTTT476243. Retirement of 8244. Reduction of Capital. TTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTT479245. Restated Certificate of Incorporation. TTTTTTTTTTTTTTTTTTTTTTTTTT480246. Reserved. TT481251. Merger or Consolidation of Domestic Corporations. TTTTTTTTTTTTTT481252. Merger or Consolidation of Domestic and Foreign Corporations;Service of Process Upon Surviving or Resulting Corporation.487253. Merger of Parent Corporation and Subsidiary or Subsidiaries. TTTT490259. Status, Rights, Liabilities, etc., of Constituent and Surviving orResulting Corporations Following Merger or Consolidation. TTTT492260. Powers of Corporation Surviving or Resulting From Merger orConsolidation; Issuance of Stock, Bonds or Other Indebtedness.493261. Effect of Merger Upon Pending Actions. TTTTTTTTTTTTTTTTTTTTTTTT493262. Appraisal Rights. 4. Merger or Consolidation of Domestic Corporation and LimitedLiability 99271. Sale, Lease or Exchange of Assets; Consideration; Procedure. TTTTT502272. Mortgage or Pledge of Assets.TTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTT503273. Dissolution of Joint Venture Corporation Having 2 Stockholders.503274. Dissolution Before the Issuance of Shares or Beginning of Business; TTTT504275. Dissolution; Procedure. TTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTT504277. Payment of Franchise Taxes Before Dissolution or Merger. TTTTTTT505278. Continuation of Corporation After Dissolution for Purposes ofSuit and Winding Up Affairs. TTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTT505279. Trustees or Receivers for Dissolved Corporations; Appointment;Powers; Duties. . Notice to Claimants; Filing of Claims. TTTTTTTTTTTTTTTTTTTTTTTTTT506281. Payment and Distribution to Claimants and Stockholders. TTTTTTT509282. Liability of Stockholders of Dissolved Corporations.TTTTTTTTTTTTTT511283. Jurisdiction. 11284. Revocation or Forfeiture of Charter; Proceedings. TTTTTTTTTTTTTTT511285. Dissolution or Forfeiture of Charter by Decree of Court; Filing. TTT512291. Receivers for Insolvent Corporations; Appointment and Powers. TT512292. Title to Property; Filing Order of Appointment; Exception. TTTTTTT512293. Notices to Stockholders and Creditors. TTTTTTTTTTTTTTTTTTTTTTTTT512294. Receivers or Trustees; Inventory; List of Debts and Report. TTTTTT513295. Creditors’ Proofs of Claims; When Barred; Notice. TTTTTTTTTTTTTTT513296. Adjudication of Claims; Appeal. TTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTT513303. Reorganization Under a Statute of the United States; Effectuation514327. Stockholder’s Derivative Action; Allegation of Stock Ownership. TT515328. Effect of Liability of Corporation on Impairment of Certain TTTTTTTTTTTTTTT515329. Defective Organization of Corporation as Defense. TTTTTTTTTTTTTTT515330. Usury; Pleading by Corporation. TTTTTTTTTTTTTTTTTTTTTTTTTTTTTTT516401

CORPORATION LAWSectionPage341. Law Applicable to Close Corporation.TTTTTTTTTTTTTTTTTTTTTTTTTTT516342. Close Corporation Defined; Contents of Certificate of TTTTTTTTTTTTTTTTT516343. Formation of a Close Corporation. TTTTTTTTTTTTTTTTTTTTTTTTTTTTT517344. Election of Existing Corporation to Become a Close Corporation.TT517345. Limitations on Continuation of Close Corporation Status. TTTTTTTT517346. Voluntary Termination of Close Corporation Status by Amendment of Certificate of Incorporation; Vote Required. TTTTTTTTTTT517347. Issuance or Transfer of Stock of a Close Corporation in Breach ofQualifying Conditions. TTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTT518348. Involuntary Termination of Close Corporation Status; Proceedingto Prevent Loss of Status. TTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTT519349. Corporate Option Where a Restriction on Transfer of a Security IsHeld TTTTT520350. Agreements Restricting Discretion of Directors. TTTTTTTTTTTTTTTTT520351. Management by Stockholders. TTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTT520352. Appointment of Custodian for Close Corporation.TTTTTTTTTTTTTTTT521353. Appointment of a Provisional Director in Certain Cases. TTTTTTTTT521354. Operating Corporation as Partnership. TTTTTTTTTTTTTTTTTTTTTTTTT522355. Stockholders’ Option to Dissolve Corporation.TTTTTTTTTTTTTTTTTTT522356. Effect of This Subchapter on Other Laws. TTTTTTTTTTTTTTTTTTTTTT523—————§ 101.Incorporators; How Corporation Formed; Purposes(a) Any person, partnership, association or corporation, singly orjointly with others, and without regard to such person’s or entity’sresidence, domicile or state of incorporation, may incorporate or organizea corporation under this chapter by filing with the Division of Corporations in the Department of State a certificate of incorporation whichshall be executed, acknowledged and filed in accordance with section 103of this title.(b) A corporation may be incorporated or organized under thischapter to conduct or promote any lawful business or purposes, except asmay otherwise be provided by the Constitution or other law of this State.(c) Corporations for constructing, maintaining and operating publicutilities, whether in or outside of this State, may be organized under thischapter, but corporations for constructing, maintaining and operatingpublic utilities within this State shall be subject to, in addition to thischapter, the special provisions and requirements of Title 26 applicable tosuch corporations.§ 102.Contents of Certificate of Incorporation(a) The certificate of incorporation shall set forth:(1) The name of the corporation, which (i) shall contain 1 of thewords ‘‘association,’’ ‘‘company,’’ ‘‘corporation,’’ ‘‘club,’’ ‘‘foundation,’’402

GENERAL CORP. LAW OF DELAWARE§ 102‘‘fund,’’ ‘‘incorporated,’’ ‘‘institute,’’ ‘‘society,’’ ‘‘union,’’ ‘‘syndicate,’’ or‘‘limited,’’ (or abbreviations thereof, with or without punctuation), orwords (or abbreviations thereof, with or without punctuation) of likeimport of foreign countries or jurisdictions (provided they are written inroman characters or letters); provided, however, that the Division ofCorporations in the Department of State may waive such requirement(unless it determines that such name is, or might otherwise appear to be,that of a natural person) if such corporation executes, acknowledges andfiles with the Secretary of State in accordance with § 103 of this title acertificate stating that its total assets, as defined in subsection (i) of§ 503 of this title, are not less than 10,000,000, (ii) shall be such as todistinguish it upon the records in the office of the Division of Corporations in the Department of State from the names that are reserved onsuch records and from the names on such records of each other corporation, partnership, limited partnership, limited liability company or statutory trust organized or registered as a domestic or foreign corporation,partnership, limited partnership, limited liability company or statutorytrust under the laws of this State, except with the written consent of theperson who has reserved such name or such other foreign corporation ordomestic or foreign partnership, limited partnership, limited liabilitycompany or statutory trust, executed, acknowledged and filed with theSecretary of State in accordance with § 103 of this title and (iii) shall notcontain the word ‘‘bank,’’ or any variation thereof, except for the nameof a bank reporting to and under the supervision of the State BankCommissioner of this State or a subsidiary of a bank or savings association (as those terms are defined in the Federal Deposit Insurance Act, asamended, at 12 U.S.C. § 1813), or a corporation regulated under theBank Holding Company Act of 1956, as amended, 12 U.S.C. § 1841 etseq., or the Home Owners’ Loan Act, as amended, 12 U.S.C. § 1461 etseq.; provided, however, that this section shall not be construed toprevent the use of the word ‘‘bank,’’ or any variation thereof, in acontext clearly not purporting to refer to a banking business or otherwise likely to mislead the public about the nature of the business of thecorporation or to lead to a pattern and practice of abuse that might causeharm to the interests of the public or the State as determined by theDivision of Corporations in the Department of State;(2) The address (which shall include the street, number, city andcounty) of the corporation’s registered office in this State, and the nameof its registered agent at such address;(3) The nature of the business or purposes to be conducted orpromoted. It shall be sufficient to state, either alone or with otherbusinesses or purposes, that the purpose of the corporation is to engagein any lawful act or activity for which corporations may be organizedunder the General Corporation Law of Delaware, and by such statementall lawful acts and activities shall be within the purposes of the corporation, except for express limitations, if any;403

§ 102CORPORATION LAW(4) If the corporation is to be authorized to issue only 1 class ofstock, the total number of shares of stock which the corporation shallhave authority to issue and the par value of each of such shares, or astatement that all such shares are to be without par value. If thecorporation is to be authorized to issue more than 1 class of stock, thecertificate of incorporation shall set forth the total number of shares ofall classes of stock which the corporation shall have authority to issueand the number of shares of each class and shall specify each class theshares of which are to be without par value and each class the shares ofwhich are to have par value and the par value of the shares of each suchclass. The certificate of incorporation shall also set forth a statement ofthe designations and the powers, preferences and rights, and the qualifications, limitations or restrictions thereof, which are permitted by § 151of this title in respect of any class or classes of stock or any series of anyclass of stock of the corporation and the fixing of which by the certificateof incorporation is desired, and an express grant of such authority as itmay then be desired to grant to the board of directors to fix by resolutionor resolutions any thereof that may be desired but which shall not befixed by the certificate of incorporation. The foregoing provisions of thisparagraph shall not apply to corporations which are not to have authority to issue capital stock. In the case of such corporations, the fact thatthey are not to have authority to issue capital stock shall be stated in thecertificate of incorporation. The conditions of membership of such corporations shall likewise be stated in the certificate of incorporation or thecertificate may provide that the conditions of membership shall be statedin the bylaws;(5) The name and mailing address of the incorporator or incorporators;(6) If the powers of the incorporator or incorporators are to terminate upon the filing of the certificate of incorporation, the names andmailing addresses of the persons who are to serve as directors until thefirst annual meeting of stockholders or until their successors are electedand qualify.(b) In addition to the matters required to be set forth in thecertificate of incorporation by subsection (a) of this section, the certificate of incorporation may also contain any or all of the followingmatters:(1) Any provision for the management of the business and for theconduct of the affairs of the corporation, and any provision creating,defining, limiting and regulating the powers of the corporation, thedirectors, and the stockholders, or any class of the stockholders, or themembers of a nonstock corporation; if such provisions are not contraryto the laws of this State. Any provision which is required or permitted byany section of this chapter to be stated in the bylaws may instead bestated in the certificate of incorporation;404

GENERAL CORP. LAW OF DELAWARE§ 102(2) The following provisions, in haec verba, viz:‘‘Whenever a compromise or arrangement is proposed between thiscorporation and its creditors or any class of them and/or between thiscorporation and its stockholders or any class of them, any court ofequitable jurisdiction within the State of Delaware may, on the application in a summary way of this corporation or of any creditor orstockholder thereof or on the application of any receiver or receiversappointed for this corporation under § 291 of Title 8 of the DelawareCode or on the application of trustees in dissolution or of any receiver orreceivers appointed for this corporation under § 279 of Title 8 of theDelaware Code order a meeting of the creditors or class of creditors,and/or of the stockholders or class of stockholders of this corporat

tion, partnership, limited partnership, limited liability company or statu-tory trust organized or registered as a domestic or foreign corporation, partnership, limited partnership, limited liability company or statutory trust under the laws of this State, except with the written consent of the

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