CORPORATION LAW INDEX

Subchapter I. Formation.

101. Incorporators; how corporation formed; purposes.

102. Contents of certificate of incorporation.

103. Execution, acknowledgment, filing, recording and effective date of original certificate of incorporation and other instruments; exceptions.

104. Certificate of incorporation; definition.

105. Certificate of incorporation and other certificates; evidence.

106. Commencement of corporate existence.

107. Powers of incorporators.

108. Organization meeting of incorporators or directors named in certificate of incorporation.

109. Bylaws.

110. Emergency bylaws and other powers in emergency.

111. Interpretation and enforcement of the certificate of incorporation and bylaws.

Subchapter II. Powers.

121. General powers.

122. Specific powers.

123. Powers respecting securities of other corporations or entities.

124. Effect of lack of corporate capacity or power; ultra vires.

125. Conferring academic or honorary degrees.

126. Banking power denied.

127. Private foundation; powers and duties.

Subchapter III. Registered Office and Registered Agent.

131. Registered office in State; principal office or place of business in State.

132. Registered agent in State; resident agent.

133. Change of location of registered office; change of registered agent.

134. Change of address or name of registered agent.

135. Resignation of registered agent coupled with appointment of successor.

136. Resignation of registered agent not coupled with appointment of successor.

Subchapter IV. Directors and Officers.

141. Board of directors; powers; number, qualifications, terms and quorum; committees; classes of directors; nonprofit corporations; reliance upon books; action without meeting; removal.

142. Officers; titles, duties, selection, term; failure to elect; vacancies.

143. Loans to employees and officers; guaranty of obligations of employees and officers.

144. Interested directors; quorum.

145. Indemnification of officers, directors, employees and agents; insurance.

Subchapter V. Stock and Dividends.

151. Classes and series of stock; redemption; rights.

152. Issuance of stock; lawful consideration; fully paid stock.

153. Consideration for stock.

154. Determination of amount of capital; capital, surplus and net assets defined.

155. Fractions of shares.

156. Partly paid shares.

157. Rights and options respecting stock.

158. Stock certificates; uncertificated shares.

159. Shares of stock; personal property, transfer and taxation.

160. Corporation's powers respecting ownership, voting, etc., of its own stock; rights of stock called for redemption.

161. Issuance of additional stock; when and by whom.

162. Liability of stockholder or subscriber for stock not paid in full.

163. Payment for stock not paid in full.

164. Failure to pay for stock; remedies.

165. Revocability of preincorporation subscriptions.

166. Formalities required of stock subscriptions.

167. Lost, stolen or destroyed stock certificates; issuance of new certificate or uncertificated shares.

168. Judicial proceedings to compel issuance of new certificate or uncertificated shares.

169. Situs of ownership of stock.

170. Dividends; payment; wasting asset corporations.

171. Special purpose reserves.

172. Liability of directors and committee members as to dividends or stock redemption.

173. Declaration and payment of dividends.

174. Liability of directors for unlawful payment of dividend or unlawful stock purchase or redemption; exoneration from liability; contribution among directors; subrogation.

Subchapter VI. Stock Transfers.

201. Transfer of stock, stock certificates and uncertificated stock.

202. Restrictions on transfer and ownership of securities.

203. Business combinations with interested stockholders.

Subchapter VII. Meetings, Elections, Voting and Notice.

211. Meetings of stockholders.

212. Voting rights of stockholders; proxies; limitations.

213. Fixing date for determination of stockholders of record.

214. Cumulative voting.

215. Voting rights of members of nonstock corporations; quorum; proxies.

216. Quorum and required vote for stock corporations.

217. Voting rights of fiduciaries, pledgors and joint owners of stock.

218. Voting trusts and other voting agreements.

219. List of stockholders entitled to vote; penalty for refusal to produce; stock ledger.

220. Inspection of books and records.

221. Voting, inspection and other rights of bondholders and debenture holders.

222. Notice of meetings and adjourned meetings.

223. Vacancies and newly created directorships.

224. Form of records.

225. Contested election of directors; proceedings to determine validity.

226. Appointment of custodian or receiver of corporation on deadlock or for other cause.

227. Powers of Court in elections of directors.

228. Consent of stockholders or members in lieu of meeting.

229. Waiver of notice.

230. Exception to requirements of notice.

231. Voting procedures and inspectors of elections.

232. Notice by electronic transmission.

233. Notice to stockholders sharing an address.

Subchapter VIII. Amendment of Certificate of Incorporation; Changes in Capital and Capital Stock.

241. Amendment of certificate of incorporation before receipt of payment for stock.

242. Amendment of certificate of incorporation after receipt of payment for stock; nonstock corporations.

243. Retirement of stock.

244. Reduction of capital.

245. Restated certificate of incorporation.

246. [Reserved.]

Subchapter IX. Merger, Consolidation or Conversion.

251. Merger or consolidation of domestic corporations and limited partnership.

252. Merger or consolidation of domestic and foreign corporations; service of process upon surviving or resulting corporation.

253. Merger of parent corporation and subsidiary or subsidiaries.

254. Merger or consolidation of domestic corporation and joint-stock or other association.

255. Merger or consolidation of domestic nonstock corporations.

256. Merger or consolidation of domestic and foreign nonstock corporations; service of process upon surviving or resulting corporation.

257. Merger or consolidation of domestic stock and nonstock corporations.

258. Merger or consolidation of domestic and foreign stock and nonstock corporations.

259. Status, rights, liabilities, of constituent and surviving or resulting corporations following merger or consolidation.

260. Powers of corporation surviving or resulting from merger or consolidation; issuance of stock, bonds or other indebtedness.

261. Effect of merger upon pending actions.

262. Appraisal rights.

263. Merger or consolidation of domestic corporation.

264. Merger or consolidation of domestic corporation and limited liability company.

265. Conversion of other entities to a domestic corporation.

266. Conversion of a domestic corporation to other entities.

Subchapter X. Sale of Assets, Dissolution and Winding Up.

271. Sale, lease or exchange of assets; consideration; procedure.

272. Mortgage or pledge of assets.

273. Dissolution of joint venture corporation having 2 stockholders.

274. Dissolution before issuance of shares or beginning of business; procedure.

275. Dissolution generally; procedure.

276. Dissolution of nonstock corporation; procedure.

277. Payment of franchise taxes before dissolution or merger.

278. Continuation of corporation after dissolution for purposes of suit and winding up affairs.

279. Trustees or receivers for dissolved corporations; appointment; powers; duties.

280. Notice to claimants; filing of claims.

281. Payment and distribution to claimants and stockholders.

282. Liability of stockholders of dissolved corporations.

283. Jurisdiction.

284. Revocation or forfeiture of charter; proceedings.

285. Dissolution or forfeiture of charter by decree of court; filing.

Subchapter XI. Insolvency; Receivers and Trustees.

291. Receivers for insolvent corporations; appointment and powers.

292. Title to property; filing order of appointment; exception.

293. Notices to stockholders and creditors.

294. Receivers or trustees; inventory; list of debts and report.

295. Creditors' proofs of claims; when barred; notice.

296. Adjudication of claims; appeal.

297. Sale of perishable or deteriorating property.

298. Compensation, costs and expenses of receiver or trustee.

299. Substitution of trustee or receiver as party; abatement of actions.

300. Employee's lien for wages when corporation insolvent.

301. Discontinuance of liquidation.

302. Compromise or arrangement between corporation and creditors or stockholders.

303. Proceeding under the Federal Bankruptcy Code of the United States; effectuation.

Subchapter XII. Renewal, Revival, Extension and Restoration of Certificate of Incorporation or Charter.

311. Revocation of voluntary dissolution.

312. Renewal, revival, extension and restoration of certificate of incorporation.

313. Renewal of certificate of incorporation or charter of religious, charitable, educational, etc., corporations.

314. Status of corporation.

Subchapter XIII. Suits Against Corporations, Directors, Officers or Stock- holders.

321. Service of process on corporations.

322. Failure of corporation to obey order of court; appointment of receiver.

323. Failure of corporation to obey writ of mandamus; quo warranto proceedings for forfeiture of charter.

324. Attachment of shares of stock or any option, right or interest therein; procedure; sale; title upon sale; proceeds.

325. Actions against officers, directors or stockholders to enforce liability of corporation; unsatisfied judgment against corporation.

326. Action by officer, director or stockholder against corporation for corporate debt paid.

327. Stockholder's derivative action; allegation of stock ownership.

328. Effect of liability of corporation on impairment of certain transactions'.

329. Defective organization of corporation as defense.

330. Usury; pleading by corporation.

Subchapter XIV. Close Corporations; Special Provisions.

341. Law applicable to close corporation.

342. Close corporation defined; contents of certificate of incorporation.

343. Formation of a close corporation.

344. Election of existing corporation to become a close corporation.

345. Limitations on continuation of close corporation status.

346. Voluntary termination of close corporation status by amendment of certificate of incorporation; vote required.

347. Issuance or transfer of stock of a close corporation in breach of qualifying conditions.

348. Involuntary termination of close corporation status; proceeding to prevent loss of status.

349. Corporate option where a restriction on transfer of a security is held invalid.

350. Agreements restricting discretion of directors.

351. Management by stockholders.

352. Appointment of custodian for close corporation.

353. Appointment of a provisional director in certain cases.

354. Operating corporation as partnership.

355. Stockholders' option to dissolve corporation.

356. Effect of this subchapter on other laws.

Subchapter XV. Foreign Corporations.

371. Definition; qualification to do business in State; procedure.

372. Additional requirements in case of change of name, change of business purpose or merger or consolidation.

373. Exceptions to requirements.

374. Annual report.

375. Failure to file report.

376. Service of process upon qualified foreign corporations.

377. Change of registered agent.

378. Penalties for noncompliance.

379. Banking powers denied.

380. Foreign corporation as fiduciary in this State.

381. Withdrawal of foreign corporation from State; procedure; service of process on Secretary of State.

382. Service of process on nonqualifying foreign corporations.

383. Actions by and against unqualified foreign corporations.

384. Foreign corporations doing business without having qualified; injunctions.

385. Filing of certain instruments with Recorder of Deeds not required.

Subchapter XVI. Domestication and Transfer.

388. Domestication of non-United States entities.

389. Temporary transfer of domicile into this State.

390. Transfer or continuance of domestic corporations.

Subchapter XVII. Miscellaneous Provisions.

391. Taxes and fees payable to Secretary of State upon filing certificate or other paper.

392. [Reserved.]

393. Rights, liabilities and duties under prior statutes.

394. Reserved power of State to amend or repeal chapter; chapter part of corporation's charter or certificate of incorporation.

395. Corporations using "trust" in name, advertisements and otherwise; restrictions; violations and penalties; exceptions.

396. Publication of chapter by Secretary of State; distribution.

397. Penalty for unauthorized publication of chapter.

398. Short title.

Corporation Franchise Tax

Delaware Professional Service Corporations

TITLE 8

Corporations

CHAPTER 1. GENERAL CORPORATION LAW

Subchapter I. Formation

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§ 101. Incorporators; how corporation formed; purposes.

1. Any person, partnership, association or corporation, singly or jointly with others, and without regard to such person's or entity's residence, domicile or state of incorporation, may incorporate or organize a corporation under this chapter by filing with the Division of Corporations in the Department of State a certificate of incorporation which shall be executed, acknowledged and filed in accordance with § 103 of this title.

2. A corporation may be incorporated or organized under this chapter to conduct or promote any lawful business or purposes, except as may otherwise be provided by the Constitution or other law of this State.

3. Corporations for constructing, maintaining and operating public utilities, whether in or outside of this State, may be organized under this chapter, but corporations for constructing, maintaining and operating public utilities within this State shall be subject to, in addition to this chapter, the special provisions and requirements of Title 26 applicable to such corporations. (8 Del. C. 1953, § 101; 56 Del. Laws, c. 50; 70 Del. Laws, c. 186, § 1; 70 Del. Laws, c. 587, § 1; 71 Del. Laws, c. 339, § 1.)

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§ 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 the words "association," "company," "corporation," "club," "foundation," "fund," "incorporated," "institute," "society," "union," "syndicate," or "limited," (or abbreviations thereof, with or without punctuation), or words (or abbreviations thereof, with or without punctuation) of like import of foreign countries or jurisdictions (provided they are written in roman characters or letters); provided, however, that the Division of Corporations 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 and files with the Secretary of State in accordance with § 103 of this title a certificate 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 to distinguish it upon the records in the office of the Division of Corporations in the Department of State from the names on such records of other corporations, partnerships, limited partnerships, limited liability companies or statutory trusts organized, reserved or registered as a foreign corporation, partnership, limited partnership, limited liability company or statutory trust under the laws of this State, except with the written consent of such other foreign corporation or domestic or foreign partnership, limited partnership, limited liability company or statutory trust executed, acknowledged and filed with the Secretary of State in accordance with § 103 of this title and (iii) shall not contain the word "bank," or any variation thereof, except for the name of a bank reporting to and under the supervision of the State Bank Commissioner of this State or a subsidiary of a bank or savings association (as those terms are defined in the Federal Deposit Insurance Act, as amended, at 12 U.S.C. § 1813), or a corporation regulated under the Bank Holding Company Act of 1956, as amended, 12 U.S.C. § 1841 et seq., or the Home Owners' Loan Act, as amended, 12 U.S.C. § 1461 et seq.; provided, however, that this section shall not be construed to prevent the use of the word "bank," or any variation thereof, in a context clearly not purporting to refer to a banking business or otherwise likely to mislead the public about the nature of the business of the corporation or to lead to a pattern and practice of abuse that might cause harm to the interests of the public or the State as determined by the Division of Corporations in the Department of State;

(2) The address (which shall include the street, number, city and county) of the corporation's registered office in this State, and the name of its registered agent at such address;

(3) The nature of the business or purposes to be conducted or promoted. It shall be sufficient to state, either alone or with other businesses or purposes, that the purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware, and by such statement all lawful acts and activities shall be within the purposes of the corporation, except for express limitations, if any;

(4) If the corporation is to be authorized to issue only 1 class of stock, the total number of shares of stock which the corporation shall have authority to issue and the par value of each of such shares, or a statement that all such shares are to be without par value. If the corporation is to be authorized to issue more than 1 class of stock, the certificate of incorporation shall set forth the total number of shares of all classes of stock which the corporation shall have authority to issue and the number of shares of each class and shall specify each class the shares of which are to be without par value and each class the shares of which are to have par value and the par value of the shares of each such class. The certificate of incorporation shall also set forth a statement of the designations and the powers, preferences and rights, and the qualifications, limitations or restrictions thereof, which are permitted by § 151 of this title in respect of any class or classes of stock or any series of any class of stock of the corporation and the fixing of which by the certificate of incorporation is desired, and an express grant of such authority as it may then be desired to grant to the board of directors to fix by resolution or resolutions any thereof that may be desired but which shall not be fixed by the certificate of incorporation. The foregoing provisions of this paragraph shall not apply to corporations which are not to have authority to issue capital stock. In the case of such corporations, the fact that they are not to have authority to issue capital stock shall be stated in the certificate of incorporation. The conditions of membership of such corporations shall likewise be stated in the certificate of incorporation or the certificate may provide that the conditions of membership shall be stated in 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 and mailing addresses of the persons who are to serve as directors until the first annual meeting of stockholders or until their successors are elected and qualify.

(b) In addition to the matters required to be set forth in the certificate of incorporation by subsection (a) of this section, the certificate of incorporation may also contain any or all of the following matters:

(1) Any provision for the management of the business and for the conduct of the affairs of the corporation, and any provision creating, defining, limiting and regulating the powers of the corporation, the directors, and the stockholders, or any class of the stockholders, or the members of a nonstock corporation; if such provisions are not contrary to the laws of this State. Any provision which is required or permitted by any section of this chapter to be stated in the bylaws may instead be stated in the certificate of incorporation;

(2) The following provisions, in haec verba, viz:

"Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this corporation under § 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under § 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this corporation, as the case may be, and also on this corporation";

(3) Such provisions as may be desired granting to the holders of the stock of the corporation, or the holders of any class or series of a class thereof, the preemptive right to subscribe to any or all additional issues of stock of the corporation of any or all classes or series thereof, or to any securities of the corporation convertible into such stock. No stockholder shall have any preemptive right to subscribe to an additional issue of stock or to any security convertible into such stock unless, and except to the extent that, such right is expressly granted to such stockholder in the certificate of incorporation. All such rights in existence on July 3, 1967, shall remain in existence unaffected by this paragraph unless and until changed or terminated by appropriate action which expressly provides for the change or termination;

(4) Provisions requiring for any corporate action, the vote of a larger portion of the stock or of any class or series thereof, or of any other securities having voting power, or a larger number of the directors, than is required by this chapter;

(5) A provision limiting the duration of the corporation's existence to a specified date; otherwise, the corporation shall have perpetual existence;

(6) A provision imposing personal liability for the debts of the corporation on its stockholders or members to a specified extent and upon specified conditions; otherwise, the stockholders or members of a corporation shall not be personally liable for the payment of the corporation's debts except as they may be liable by reason of their own conduct or acts;

(7) A provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that such provision shall not eliminate or limit the liability of a director: (i) For any breach of the director's duty of loyalty to the corporation or its stockholders; (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (iii) under § 174 of this title; or (iv) for any transaction from which the director derived an improper personal benefit. No such provision shall eliminate or limit the liability of a director for any act or omission occurring prior to the date when such provision becomes effective. All references in this paragraph to a director shall also be deemed to refer (x) to a member of the governing body of a corporation which is not authorized to issue capital stock, and (y) to such other person or persons, if any, who, pursuant to a provision of the certificate of incorporation in accordance with § 141(a) of this title, exercise or perform any of the powers or duties otherwise conferred or imposed upon the board of directors by this title.

(c) It shall not be necessary to set forth in the certificate of incorporation any of the powers conferred on corporations by this chapter.

(d) Except for provisions included pursuant to subdivisions (a)(1), (a)(2), (a)(5), (a)(6), (b)(2), (b)(5), (b)(7) of this section, and provisions included pursuant to subdivision (a)(4) of this section specifying the classes, number of shares, and par value of shares the corporation is authorized to issue, any provision of the certificate of incorporation may be made dependent upon facts ascertainable outside such instrument, provided that the manner in which such facts shall operate upon the provision is clearly and explicitly set forth therein. The term "facts," as used in this subsection, includes, but is not limited to, the occurrence of any event, including a determination or action by any person or body, including the corporation. (8 Del. C. 1953, § 102; 56 Del. Laws, c. 50; 57 Del. Laws, c. 148, § 1; 65 Del. Laws, c. 127, § 1; 65 Del. Laws, c. 289, §§ 1, 2; 66 Del. Laws, c. 136, § 1; 66 Del. Laws, c. 352, § 1; 67 Del. Laws, c. 376, § 1; 69 Del. Laws, c. 61, § 1; 70 Del. Laws, c. 79, §§ 1-3; 71 Del. Laws, c. 120, § 1; 71 Del. Laws, c. 339, § 2; 72 Del. Laws, c. 123, § 1; 72 Del. Laws, c. 343, § 1; 73 Del. Laws, c. 82, § 1; 73 Del. Laws, c. 329, § 43; 74 Del. Laws, c. 326, § 1.)

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§ 103. Execution, acknowledgment, filing, recording and effective date of original certificate of incorporation and other instruments; exceptions.

1. Whenever any instrument is to be filed with the Secretary of State or in accordance with this section or chapter, such instrument shall be executed as follows:

1. (The certificate of incorporation, and any other instrument to be filed before the election of the initial board of directors if the initial directors were not named in the certificate of incorporation, shall be signed by the incorporator or incorporators (or, in the case of any such other instrument, such incorporator's or incorporators' successors and assigns). If any incorporator is not available by reason of death, incapacity, unknown address, or refusal or neglect to act, then any such other instrument may be signed, with the same effect as if such incorporator had signed it, by any person for whom or on whose behalf such incorporator, in executing the certificate of incorporation, was acting directly or indirectly as employee or agent, provided that such other instrument shall state that such incorporator is not available and the reason therefor, that such incorporator in executing the certificate of incorporation was acting directly or indirectly as employee or agent for or on behalf of such person, and that such person's signature on such instrument is otherwise authorized and not wrongful.

2. All other instruments shall be signed:

1. By any authorized officer of the corporation; or

2. If it shall appear from the instrument that there are no such officers, then by a majority of the directors or by such directors as may be designated by the board; or

3. If it shall appear from the instrument that there are no such officers or directors, then by the holders of record, or such of them as may be designated by the holders of record, of a majority of all outstanding shares of stock; or

4. By the holders of record of all outstanding shares of stock.

2. Whenever this chapter requires any instrument to be acknowledged, such requirement is satisfied by either:

1. The formal acknowledgment by the person or 1 of the persons signing the instrument that it is such person's act and deed or the act and deed of the corporation, and that the facts stated therein are true. Such acknowledgment shall be made before a person who is authorized by the law of the place of execution to take acknowledgments of deeds. If such person has a seal of office such person shall affix it to the instrument.

2. The signature, without more, of the person or persons signing the instrument, in which case such signature or signatures shall constitute the affirmation or acknowledgment of the signatory, under penalties of perjury, that the instrument is such person's act and deed or the act and deed of the corporation, and that the facts stated therein are true.

3. Whenever any instrument is to be filed with the Secretary of State or in accordance with this section or chapter, such requirement means that:

1. The signed instrument shall be delivered to the office of the Secretary of State;

2. All taxes and fees authorized by law to be collected by the Secretary of State in connection with the filing of the instrument shall be tendered to the Secretary of State; and

3. Upon delivery of the instrument, the Secretary of State shall record the date and time of its delivery. Upon such delivery and tender of the required taxes and fees, the Secretary of State shall certify that the instrument has been filed in the Secretary of State's office by endorsing upon the signed instrument the word "Filed", and the date and time of its filing. This endorsement is the "filing date" of the instrument, and is conclusive of the date and time of its filing in the absence of actual fraud. The Secretary of State shall file and index the endorsed instrument. Except as provided in paragraph (4) of this subsection and in subsection (i) of this section, such filing date of an instrument shall be the date and time of delivery of the instrument.

4. Upon request made upon or prior to delivery, the Secretary of State may, to the extent deemed practicable, establish as the filing date of an instrument a date and time after its delivery. If the Secretary of State refuses to file any instrument due to an error, omission or other imperfection, the Secretary of State may hold such instrument in suspension, and in such event, upon delivery of a replacement instrument in proper form for filing and tender of the required taxes and fees within 5 business days after notice of such suspension is given to the filer, the Secretary of State shall establish as the filing date of such instrument the date and time that would have been the filing date of the rejected instrument had it been accepted for filing. The Secretary of State shall not issue a certificate of good standing with respect to any corporation with an instrument held in suspension pursuant to this subsection. The Secretary of State may establish as the filing date of an instrument the date and time at which information from such instrument is entered pursuant to subdivision (c)(7) of this section if such instrument is delivered on the same date and within 4 hours after such information is entered.

5. The Secretary of State, acting as agent for the recorders of each of the counties, shall collect and deposit in a separate account established exclusively for that purpose a county assessment fee with respect to each filed instrument and shall thereafter weekly remit from such account to the recorder of each of the said counties the amount or amounts of such fees as provided for in subdivision (c)(5) of this section or as elsewhere provided by law. Said fees shall be for the purposes of defraying certain costs incurred by the counties in merging the information and images of such filed documents with the document information systems of each of the recorder's offices in the counties and in retrieving, maintaining and displaying such information and images in the offices of the recorders and at remote locations in each of such counties. In consideration for its acting as the agent for the recorders with respect to the collection and payment of the county assessment fees, the Secretary of State shall retain and pay over to the General Fund of the State an administrative charge of 1 percent of the total fees collected.

6. The assessment fee to the counties shall be $24 for each 1-page instrument filed with the Secretary of State in accordance with this section and $9 for each additional page for instruments with more than 1 page. The recorder's office to receive the assessment fee shall be the recorder's office in the county in which the corporation's registered office in this State is, or is to be, located, except that an assessment fee shall not be charged for either a certificate of dissolution qualifying for treatment under § 391(a)(5)b. of this title or a document filed in accordance with Subchapter XV of this chapter.

7. The Secretary of State, acting as agent, shall collect and deposit in a separate account established exclusively for that purpose a courthouse municipality fee with respect to each filed instrument and shall thereafter monthly remit funds from such account to the treasuries of the municipalities designated in § 301 of Title 10. Said fees shall be for the purposes of defraying certain costs incurred by such municipalities in hosting the primary locations for the Delaware Courts. The fee to such municipalities shall be $20 for each instrument filed with the Secretary of State in accordance with this section. The municipality to receive the fee shall be the municipality designated in § 301 of Title 10 in the county in which the corporation's registered office in this State is, or is to be, located, except that a fee shall not be charged for a certificate of dissolution qualifying for treatment under § 391(a)(5)b. of this title, a resignation of agent without appointment of a successor under § 136 of this title, or a document filed in accordance with Subchapter XV of this chapter.

8. The Secretary of State shall cause to be entered such information from each instrument as the Secretary of State deems appropriate into the Delaware Corporation Information System or any system which is a successor thereto in the office of the Secretary of State, and such information and a copy of each such instrument shall be permanently maintained as a public record on a suitable medium. The Secretary of State is authorized to grant direct access to such system to registered agents subject to the execution of an operating agreement between the Secretary of State and such registered agent. Any registered agent granted such access shall demonstrate the existence of policies to ensure that information entered into the system accurately reflects the content of instruments in the possession of the registered agent at the time of entry.

4. Any instrument filed in accordance with subsection (c) of this section shall be effective upon its filing date. Any instrument may provide that it is not to become effective until a specified time subsequent to the time it is filed, but such time shall not be later than a time on the 90th day after the date of its filing. If any instrument filed in accordance with subsection (c) of this section provides for a future effective date or time and if the transaction is terminated or its terms are amended to change the future effective date or time prior to the future effective date or time, the instrument shall be terminated or amended by the filing, prior to the future effective date or time set forth in such instrument, of a certificate of termination or amendment of the original instrument, executed in accordance with subsection (a) of this section, which shall identify the instrument which has been terminated or amended and shall state that the instrument has been terminated or the manner in which it has been amended.

5. If another section of this chapter specifically prescribes a manner of executing, acknowledging or filing a specified instrument or a time when such instrument shall become effective which differs from the corresponding provisions of this section, then such other section shall govern.

6. Whenever any instrument authorized to be filed with the Secretary of State under any provision of this title, has been so filed and is an inaccurate record of the corporate action therein referred to, or was defectively or erroneously executed, sealed or acknowledged, the instrument may be corrected by filing with the Secretary of State a certificate of correction of the instrument which shall be executed, acknowledged and filed in accordance with this section. The certificate of correction shall specify the inaccuracy or defect to be corrected and shall set forth the portion of the instrument in corrected form. In lieu of filing a certificate of correction the instrument may be corrected by filing with the Secretary of State a corrected instrument which shall be executed, acknowledged and filed in accordance with this section. The corrected instrument shall be specifically designated as such in its heading, shall specify the inaccuracy or defect to be corrected, and shall set forth the entire instrument in corrected form. An instrument corrected in accordance with this section shall be effective as of the date the original instrument was filed, except as to those persons who are substantially and adversely affected by the correction and as to those persons the instrument as corrected shall be effective from the filing date.

7. Notwithstanding that any instrument authorized to be filed with the Secretary of State under this title is when filed inaccurately, defectively or erroneously executed, sealed or acknowledged, or otherwise defective in any respect, the Secretary of State shall have no liability to any person for the preclearance for filing, the acceptance for filing or the filing and indexing of such instrument by the Secretary of State.

8. Any signature on any instrument authorized to be filed with the Secretary of State under this title may be a facsimile, a conformed signature or an electronically transmitted signature.

9. (1) If:

1. Together with the actual delivery of an instrument and tender of the required taxes and fees, there is delivered to the Secretary of State a separate affidavit (which in its heading shall be designated as an "affidavit of extraordinary condition") attesting, on the basis of personal knowledge of the affiant or a reliable source of knowledge identified in the affidavit, that an earlier effort to deliver such instrument and tender such taxes and fees was made in good faith, specifying the nature, date and time of such good faith effort and requesting that the Secretary of State establish such date and time as the filing date of such instrument; or

2. Upon the actual delivery of an instrument and tender of the required taxes and fees, the Secretary of State in the Secretary's discretion provides a written waiver of the requirement for such an affidavit stating that it appears to the Secretary of State that an earlier effort to deliver such instrument and tender such taxes and fees was made in good faith and specifying the date and time of such effort; and

3. The Secretary of State determines that an extraordinary condition existed at such date and time, that such earlier effort was unsuccessful as a result of the existence of such extraordinary condition, and that such actual delivery and tender were made within a reasonable period (not to exceed 2 business days) after the cessation of such extraordinary condition,

then the Secretary of State may establish such date and time as the filing date of such instrument. No fee shall be paid to the Secretary of State for receiving an affidavit of extraordinary condition.

2. For purposes of this subsection, an "extraordinary condition" means: any emergency resulting from an attack on, invasion or occupation by foreign military forces of, or disaster, catastrophe, war or other armed conflict, revolution or insurrection, or rioting or civil commotion in, the United States or a locality in which the Secretary of State conducts its business or in which the good faith effort to deliver the instrument and tender the required taxes and fees is made, or the immediate threat of any of the foregoing; or any malfunction or outage of the electrical or telephone service to the Secretary of State's office, or weather or other condition in or about a locality in which the Secretary of State conducts its business, as a result of which the Secretary of State's office is not open for the purpose of the filing of instruments under this chapter or such filing cannot be effected without extraordinary effort. The Secretary of State may require such proof as it deems necessary to make the determination required under paragraph (1)c. of this subsection, and any such determination shall be conclusive in the absence of actual fraud.

3. If the Secretary of State establishes the filing date of an instrument pursuant to this subsection, the date and time of delivery of the affidavit of extraordinary condition or the date and time of the Secretary of State's written waiver of such affidavit shall be endorsed on such affidavit or waiver and such affidavit or waiver, so endorsed, shall be attached to the filed instrument to which it relates. Such filed instrument shall be effective as of the date and time established as the filing date by the Secretary of State pursuant to this subsection, except as to those persons who are substantially and adversely affected by such establishment and, as to those persons, the instrument shall be effective from the date and time endorsed on the affidavit of extraordinary condition or written waiver attached thereto. (8 Del. C. 1953, § 103; 56 Del. Laws, c. 50; 56 Del. Laws, c. 186, § 1; 57 Del. Laws, c. 148, § 2; 58 Del. Laws, c. 235, § 1; 64 Del. Laws, c. 112, § 2; 66 Del. Laws, c. 352, §§ 1, 2; 67 Del. Laws, c. 190, §§ 1-3; 68 Del. Laws, c. 211, §§ 1-4; 69 Del. Laws, c. 221, § 1; 69 Del. Laws, c. 235, §§ 1-3; 70 Del. Laws, c. 79, § 4; 70 Del. Laws, c. 186, § 1; 70 Del. Laws, c. 349, § 1; 70 Del. Laws, c. 587, §§ 2-6; 71 Del. Laws, c. 339, §§ 3-5; 72 Del. Laws, c. 343, § 2; 73 Del. Laws, c. 298, § 1; 74 Del. Laws, c. 9, §§ 1-7; 74 Del. Laws, c. 118, § 1.)

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§ 104. Certificate of incorporation; definition.

The term "certificate of incorporation," as used in this chapter, unless the context requires otherwise, includes not only the original certificate of incorporation filed to create a corporation but also all other certificates, agreements of merger or consolidation, plans of reorganization, or other instruments, howsoever designated, which are filed pursuant to §§ 102, 133-136, 151, 241-243, 245, 251-258, 263-264, 303, or any other section of this title, and which have the effect of amending or supplementing in some respect a corporation's original certificate of incorporation. (8 Del. C. 1953, § 104; 56 Del. Laws, c. 50; 67 Del. Laws, c. 376, § 2; 69 Del. Laws, c. 61, § 2.)

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§ 105. Certificate of incorporation and other certificates; evidence.

A copy of a certificate of incorporation, or a restated certificate of incorporation, or of any other certificate which has been filed in the office of the Secretary of State as required by any provision of this title shall, when duly certified by the Secretary of State, be received in all courts, public offices and official bodies as prima facie evidence of:

1. Due execution, acknowledgment and filing of the instrument;

2. Observance and performance of all acts and conditions necessary to have been observed and performed precedent to the instrument becoming effective; and

3. Any other facts required or permitted by law to be stated in the instrument. (8 Del. C. 1953, § 105; 56 Del. Laws, c. 50; 70 Del. Laws, c. 587, § 7.)

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§ 106. Commencement of corporate existence.

Upon the filing with the Secretary of State of the certificate of incorporation, executed and acknowledged in accordance with § 103 of this title, the incorporator or incorporators who signed the certificate, and such incorporator's or incorporators' successors and assigns, shall, from the date of such filing, be and constitute a body corporate, by the name set forth in the certificate, subject to subsection (d) of § 103 of this title and subject to dissolution or other termination of its existence as provided in this chapter. (8 Del. C. 1953, § 106; 56 Del. Laws, c. 50; 71 Del. Laws, c. 339, § 6.)

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§ 107. Powers of incorporators.

If the persons who are to serve as directors until the first annual meeting of stockholders have not been named in the certificate of incorporation, the incorporator or incorporators, until the directors are elected, shall manage the affairs of the corporation and may do whatever is necessary and proper to perfect the organization of the corporation, including the adoption of the original bylaws of the corporation and the election of directors. (8 Del. C. 1953, § 107; 56 Del. Laws, c. 50.)

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§ 108. Organization meeting of incorporators or directors named in certificate of incorporation.

1. After the filing of the certificate of incorporation an organization meeting of the incorporator or incorporators, or of the board of directors if the initial directors were named in the certificate of incorporation, shall be held, either within or without this State, at the call of a majority of the incorporators or directors, as the case may be, for the purposes of adopting bylaws, electing directors (if the meeting is of the incorporators) to serve or hold office until the first annual meeting of stockholders or until their successors are elected and qualify, electing officers if the meeting is of the directors, doing any other or further acts to perfect the organization of the corporation, and transacting such other business as may come before the meeting.

2. The persons calling the meeting shall give to each other incorporator or director, as the case may be, at least 2 days' written notice thereof by any usual means of communication, which notice shall state the time, place and purposes of the meeting as fixed by the persons calling it. Notice of the meeting need not be given to anyone who attends the meeting or who signs a waiver of notice either before or after the meeting.

3. Any action permitted to be taken at the organization meeting of the incorporators or directors, as the case may be, may be taken without a meeting if each incorporator or director, where there is more than 1, or the sole incorporator or director where there is only 1, signs an instrument which states the action so taken. (8 Del. C. 1953, § 108; 56 Del. Laws, c. 50.)

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§ 109. Bylaws.

1. The original or other bylaws of a corporation may be adopted, amended or repealed by the incorporators, by the initial directors if they were named in the certificate of incorporation, or, before a corporation has received any payment for any of its stock, by its board of directors. After a corporation has received any payment for any of its stock, the power to adopt, amend or repeal bylaws shall be in the stockholders entitled to vote, or, in the case of a nonstock corporation, in its members entitled to vote; provided, however, any corporation may, in its certificate of incorporation, confer the power to adopt, amend or repeal bylaws upon the directors or, in the case of a nonstock corporation, upon its governing body by whatever name designated. The fact that such power has been so conferred upon the directors or governing body, as the case may be, shall not divest the stockholders or members of the power, nor limit their power to adopt, amend or repeal bylaws.

2. The bylaws may contain any provision, not inconsistent with law or with the certificate of incorporation, relating to the business of the corporation, the conduct of its affairs, and its rights or powers or the rights or powers of its stockholders, directors, officers or employees. (8 Del. C. 1953, § 109; 56 Del. Laws, c. 50; 59 Del. Laws, c. 437, § 1.)

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§ 110. Emergency bylaws and other powers in emergency.

1. The board of directors of any corporation may adopt emergency bylaws, subject to repeal or change by action of the stockholders, which shall notwithstanding any different provision elsewhere in this chapter or in Chapters 3 and 5 of Title 26, or in Chapter 7 of Title 5, or in the certificate of incorporation or bylaws, be operative during any emergency resulting from an attack on the United States or on a locality in which the corporation conducts its business or customarily holds meetings of its board of directors or its stockholders, or during any nuclear or atomic disaster, or during the existence of any catastrophe, or other similar emergency condition, as a result of which a quorum of the board of directors or a standing committee thereof cannot readily be convened for action. The emergency bylaws may make any provision that may be practical and necessary for the circumstances of the emergency, including provisions that:

1. A meeting of the board of directors or a committee thereof may be called by any officer or director in such manner and under such conditions as shall be prescribed in the emergency bylaws;

2. The director or directors in attendance at the meeting, or any greater number fixed by the emergency bylaws, shall constitute a quorum; and

3. The officers or other persons designated on a list approved by the board of directors before the emergency, all in such order of priority and subject to such conditions and for such period of time (not longer than reasonably necessary after the termination of the emergency) as may be provided in the emergency bylaws or in the resolution approving the list, shall, to the extent required to provide a quorum at any meeting of the board of directors, be deemed directors for such meeting.

2. The board of directors, either before or during any such emergency, may provide, and from time to time modify, lines of succession in the event that during such emergency any or all officers or agents of the corporation shall for any reason be rendered incapable of discharging their duties.

3. The board of directors, either before or during any such emergency, may, effective in the emergency, change the head office or designate several alternative head offices or regional offices, or authorize the officers so to do.

4. No officer, director or employee acting in accordance with any emergency bylaws shall be liable except for wilful misconduct.

5. To the extent not inconsistent with any emergency bylaws so adopted, the bylaws of the corporation shall remain in effect during any emergency and upon its termination the emergency bylaws shall cease to be operative.

6. Unless otherwise provided in emergency bylaws, notice of any meeting of the board of directors during such an emergency may be given only to such of the directors as it may be feasible to reach at the time and by such means as may be feasible at the time, including publication or radio.

7. To the extent required to constitute a quorum at any meeting of the board of directors during such an emergency, the officers of the corporation who are present shall, unless otherwise provided in emergency bylaws, be deemed, in order of rank and within the same rank in order of seniority, directors for such meeting.

8. Nothing contained in this section shall be deemed exclusive of any other provisions for emergency powers consistent with other sections of this title which have been or may be adopted by corporations created under this chapter. (8 Del. C. 1953, § 110; 56 Del. Laws, c. 50.)

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§ 111. Jurisdiction to interpret, apply, enforce or determine the validity of corporate instruments and provisions of this title.

1. 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 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;

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 or certificate of merger or consolidation governed by § 251-253, 255-258, 263 or 264 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.

2. 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.)

Subchapter II. Powers

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§ 121. General powers.

1. 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.

2. 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.)

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§ 122. Specific powers.

Every corporation created under this chapter shall have power to:

1. Have perpetual succession by its corporate name, unless a limited period of duration is stated in its certificate of incorporation;

2. Sue and be sued in all courts and participate, as a party or otherwise, in any judicial, administrative, arbitrative or other proceeding, in its corporate name;

3. Have a corporate seal, which may be altered at pleasure, and use the same by causing it or a facsimile thereof, to be impressed or affixed or in any other manner reproduced;

4. Purchase, receive, take by grant, gift, devise, bequest or otherwise, lease, or otherwise acquire, own, hold, improve, employ, use and otherwise deal in and with real or personal property, or any interest therein, wherever situated, and to sell, convey, lease, exchange, transfer or otherwise dispose of, or mortgage or pledge, all or any of its property and assets, or any interest therein, wherever situated;

5. Appoint such officers and agents as the business of the corporation requires and to pay or otherwise provide for them suitable compensation;

6. Adopt, amend and repeal bylaws;

7. Wind up and dissolve itself in the manner provided in this chapter;

8. Conduct its business, carry on its operations and have offices and exercise its powers within or without this State;

9. Make donations for the public welfare or for charitable, scientific or educational purposes, and in time of war or other national emergency in aid thereof;

10. Be an incorporator, promoter or manager of other corporations of any type or kind;

11. Participate with others in any corporation, partnership, limited partnership, joint venture or other association of any kind, or in any transaction, undertaking or arrangement which the participating corporation would have power to conduct by itself, whether or not such participation involves sharing or delegation of control with or to others;

12. Transact any lawful business which the corporation's board of directors shall find to be in aid of governmental authority;

13. Make contracts, including contracts of guaranty and suretyship, incur liabilities, borrow money at such rates of interest as the corporation may determine, issue its notes, bonds and other obligations, and secure any of its obligations by mortgage, pledge or other encumbrance of all or any of its property, franchises and income, and make contracts of guaranty and suretyship which are necessary or convenient to the conduct, promotion or attainment of the business of (a) a corporation all of the outstanding stock of which is owned, directly or indirectly, by the contracting corporation, or (b) a corporation which owns, directly or indirectly, all of the outstanding stock of the contracting corporation, or (c) a corporation all of the outstanding stock of which is owned, directly or indirectly, by a corporation which owns, directly or indirectly, all of the outstanding stock of the contracting corporation, which contracts of guaranty and suretyship shall be deemed to be necessary or convenient to the conduct, promotion or attainment of the business of the contracting corporation, and make other contracts of guaranty and suretyship which are necessary or convenient to the conduct, promotion or attainment of the business of the contracting corporation;

14. Lend money for its corporate purposes, invest and reinvest its funds, and take, hold and deal with real and personal property as security for the payment of funds so loaned or invested;

15. Pay pensions and establish and carry out pension, profit sharing, stock option, stock purchase, stock bonus, retirement, benefit, incentive and compensation plans, trusts and provisions for any or all of its directors, officers and employees, and for any or all of the directors, officers and employees of its subsidiaries;

16. Provide insurance for its benefit on the life of any of its directors, officers or employees, or on the life of any stockholder for the purpose of acquiring at such stockholder's death shares of its stock owned by such stockholder.

17. Renounce, in its certificate of incorporation or by action of its board of directors, any interest or expectancy of the corporation in, or in being offered an opportunity to participate in, specified business opportunities or specified classes or categories of business opportunities that are presented to the corporation or 1 or more of its officers, directors or stockholders. (8 Del. C. 1953, § 122; 56 Del. Laws, c. 50; 57 Del. Laws, c. 148, § 3; 64 Del. Laws, c. 112, § 3; 65 Del. Laws, c. 127, § 2; 71 Del. Laws, c. 339, § 7; 72 Del. Laws, c. 343, § 3.)

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§ 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.)

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§ 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: