SPONSOR: |
Rep. M. Smith & Sen. Blevins |
|
Reps.
Carson, Hudson, J. Johnson, Lee, Mitchell, Walker, D.P. Williams, Willis,
Wilson; Sens. DeLuca, Henry, McDowell, Simpson, Sorenson |
HOUSE OF REPRESENTATIVES 146th GENERAL ASSEMBLY |
HOUSE BILL NO. 342 |
AN ACT TO AMEND TITLE 8 OF THE DELAWARE CODE RELATING TO THE GENERAL CORPORATION LAW. |
BE IT ENACTED BY THE GENERAL ASSEMBLY OF THE STATE OF DELAWARE (Two-thirds of all members elected to each house thereof concurring therein):
Section 1. Amend § 254(d)(1),
Title 8 of the Delaware Code by making insertions as shown by underlining and
deletions as shown by strike through as follows:
(1) The name,
and state of domicile and type of
entity of each of the constituent entities;
Section 2.
Amend § 263(c)(1), Title 8 of the Delaware Code by making insertions as shown
by underlining and deletions as shown by strike through as follows:
(1) The name, and state of domicile and type of entity
of each of the constituent entities;
Section
3. Amend § 265(c)(2), Title 8 of the Delaware Code by making insertions as
shown by underlining as follows:
(2)
The name and type of entity of the other entity
immediately prior to the filing of the certificate of conversion to
corporation; and
Section
4. Amend § 267(a), Title 8 of the Delaware Code by making insertions as shown
by underlining as follows:
(a) In any case in which: (1) at least 90% of the outstanding
shares of each class of the stock of a corporation or corporations (other than
a corporation which has in its certificate of incorporation the provision
required by § 251(g)(7)(i) of this title), of which class there are outstanding
shares that, absent this subsection, would be entitled to vote on such merger,
is owned by an entity, (2) 1 or more of such corporations is a corporation of
this State, and (3) any entity or corporation that is not an entity or
corporation of this State is an entity or corporation of any other state or the
District of Columbia, the laws of which do not forbid such merger, the entity
having such stock ownership may either merge the corporation or corporations
into itself and assume all of its or their obligations, or merge itself, or
itself and 1 or more of such corporations, into 1 of the other corporations by
(a) authorizing such merger in accordance with such entity's governing
documents and the laws of the jurisdiction under which such entity is formed or
organized and (b) acknowledging and filing with the Secretary of State, in
accordance with § 103 of this title, a certificate of such ownership and merger
certifying (i) that such merger was authorized in accordance with such
entity's governing documents and the laws of the jurisdiction under which such
entity is formed or organized, such certificate executed in accordance with
such entity's governing documents and in accordance with the laws of the
jurisdiction under which such entity is formed or organized
and (ii) the type of entity of each constituent entity to the merger;
provided, however, that in case the entity shall not own all the outstanding
stock of all the corporations, parties to a merger as aforesaid, (A) the
certificate of ownership and merger shall state the terms and conditions of the
merger, including the securities, cash, property, or rights to be issued, paid,
delivered or granted by the surviving constituent party upon surrender of each
share of the corporation or corporations not owned by the entity, or the
cancellation of some or all of such shares and (B) such terms and conditions of
the merger may not result in a holder of stock in a corporation becoming a
general partner in a surviving entity that is a partnership (other than a
limited liability partnership or a limited liability limited partnership). Any
of the terms of the merger may be made dependent upon facts ascertainable
outside of the certificate of ownership and merger, provided that the manner in
which such facts shall operate upon the terms of the merger is clearly and
expressly set forth in the certificate of ownership and merger. The term
"facts," as used in the preceding sentence, includes, but is not
limited to, the occurrence of any event, including a determination or action by
any person or body, including the entity. If the surviving constituent party
exists under the laws of the District of Columbia or any state or jurisdiction
other than this State, (1) § 252(d) of this title shall also apply to a merger
under this section; if the surviving constituent party is the entity, the word
"corporation" where applicable, as used in § 252(d) of this title,
shall be deemed to include an entity as defined herein; and (2) the terms and
conditions of the merger shall obligate the surviving constituent party to
provide the agreement, and take the actions, required by § 252(d) of this
title.
Section
5. Amend § 311(a)(4), Title 8 of the Delaware Code by making insertions as
shown by underlining and deletions as shown by strike through as follows:
(4)
At the meeting a vote of the stockholders shall be taken on a resolution to
revoke the dissolution. If a majority of the stock of the corporation which was
outstanding and entitled to vote upon a dissolution at the time of its
dissolution shall be voted for the resolution, a certificate of revocation of
dissolution shall be executed, and acknowledged in accordance with § 103 of
this title, which shall state:
a.
The name of the corporation;
b. The address
(which shall be stated in accordance with § 131(c) of this title) of the
corporation’s registered office in this State, and the name of its registered
agent at such address;
b.
c. The names and respective addresses of its officers;
c.
d. The names and respective addresses of its directors;
d.
e. That a majority of the stock of the corporation which was
outstanding and entitled to vote upon a dissolution at the time of its
dissolution have voted in favor of a resolution to revoke the dissolution; or,
if it be the fact, that, in lieu of a meeting and vote of stockholders, the
stockholders have given their written consent to the revocation in accordance
with § 228 of this title.
Section
6. Amend § 312(d)(2), Title 8 of the Delaware Code by making insertions as
shown by underlining and deletions as shown by strike through as follows:
(2) The address (which shall
include the street, city and county be stated in accordance with §
131(c) of this title) of the corporation's registered office in this State
and the name of its registered agent at such address;
Section 7. Amend § 377(a) and
(b), Title 8 of the Delaware Code by making insertions as shown by underlining
and deletions as shown by strike through as follows:
(a) Any foreign corporation, which has qualified to do business in this
State, may change its registered agent and substitute another registered agent
by filing a certificate with the Secretary of State, acknowledged in accordance
with § 103 of this title, setting forth:
(1) The name and address of its registered agent designated in this State
upon whom process directed to said corporation may be served; and
(2) A revocation of all previous appointments of agent for such purposes.
Such
registered agent shall be either an individual residing in this State when
appointed or a corporation authorized to transact business in this State
comply with § 371(b)(2)(i) of this title.
(b)
Any individual or corporation entity designated by a foreign corporation as its registered
agent for service of process may resign by filing with the Secretary of State a
signed statement that the registered agent is unwilling to continue to act as
the registered agent of the corporation for service of process, including in
the statement the post-office address of the main or headquarters office of the
foreign corporation, but such resignation shall not become effective until 30
days after the statement is filed. The statement shall be acknowledged by the
registered agent and shall contain a representation that written notice of
resignation was given to the corporation at least 30 days prior to the filing
of the statement by mailing or delivering such notice to the corporation at its
address given in the statement.
Section
8. Amend § 377, Title 8 of the Delaware Code by making insertions as shown by
underlining as follows:
(d) A foreign corporation whose qualification to do business in this State has been
forfeited pursuant to § 132(f)(4) or § 136(b) of this title may be reinstated
by filing a certificate of reinstatement with the Secretary of State,
acknowledged in accordance with § 103 of this title, setting forth:
(1)
the name of the foreign corporation;
(2)
the effective date of the forfeiture; and
(3)
the name and address of the foreign corporation’s registered agent required to
be maintained by § 132 of this title.
(e) Upon the filing of a certificate of
reinstatement in accordance with subsection (d) of this section, the
qualification of the foreign corporation to do business in this State shall be
reinstated with the same force and effect as if it had not been forfeited
pursuant to this title.
Section
9. Amend § 381(a), Title 8 of the Delaware Code by making insertions as shown
by underlining and deletions as shown by strike through as follows:
(a)
Any foreign corporation which shall have qualified to do business in this State
under § 371 of this title, may surrender its authority to do business in this
State and may withdraw therefrom by filing with the Secretary of State:
(1)
A certificate executed in accordance with § 103 of this title, stating that it
surrenders its authority to transact business in the state and withdraws
therefrom; and stating the address to which the Secretary of State may mail any
process against the corporation that may be served upon the Secretary of State,
or
(2) A
copy of a certificate of dissolution issued by the proper official of the State
or other jurisdiction of its incorporation, certified to be a true copy under
the hand and official seal of the official, together with a certificate, which
shall be executed in accordance with paragraph (a)(1) of this section, stating
the address to which the Secretary of State may mail any process against the
corporation that may be served upon the Secretary of State; or
(3)(2)
A copy of an order or decree of dissolution made by any court of competent
jurisdiction or other competent authority of the State or other jurisdiction of
its incorporation, certified to be a true copy under the hand of the clerk of
the court or other official body, and the official seal of the court or
official body or clerk thereof, together with a certificate executed in
accordance with paragraph (a)(1) of this section, stating the address to which
the Secretary of State may mail any process against the corporation that may be
served upon the Secretary of State.
Section 10. Amend § 381(b),
Title 8 of the Delaware Code by making deletions as shown by strike through as
follows:
(b)
The Secretary of State shall, upon payment to the Secretary of State of the
fees prescribed in § 391 of this title, issue a sufficient number of
certificates, under the Secretary of State's hand and official seal, evidencing
the surrender of the authority of the corporation to do business in this State
and its withdrawal therefrom. One of the certificates shall be furnished to the
corporation withdrawing and surrendering its right to do business in this State; 1
certificate shall be delivered to the agent of the corporation designated as
such immediately prior to the withdrawal.
Section
11. Amend § 390(b)(5), Title 8 of the Delaware Code by making insertions as
shown by underlining as follows:
(5)
In the case of a certificate of transfer, (i) that the existence of the
corporation as a corporation of this State shall cease when the certificate of
transfer becomes effective, and (ii) the agreement of the corporation that it
may be served with process in this State in any proceeding for enforcement of
any obligation of the corporation arising while it was a corporation of this
State which shall also irrevocably appoint the Secretary of State as its agent
to accept service of process in any such proceeding and specify the address (which
may not be that of the corporation’s registered agent without the written
consent of the corporation’s registered agent, such consent to be filed along
with the certificate of transfer) to which a copy of
such process shall be mailed by the Secretary of State. Process may be served
upon the Secretary of State under this subsection by means of electronic
transmission but only as prescribed by the Secretary of State. The Secretary of
State is authorized to issue such rules and regulations with respect to such
service as the Secretary of State deems necessary or appropriate. In the event
of service upon the Secretary of State in accordance with this subsection, the
Secretary of State shall forthwith notify such corporation that has transferred
out of the State of Delaware by letter, directed to such corporation that has
transferred out of the State of Delaware at the address so specified, unless
such corporation shall have designated in writing to the Secretary of State a
different address for such purpose, in which case it shall be mailed to the
last address designated. Such letter shall be sent by a mail or courier service
that includes a record of mailing or deposit with the courier and a record of
delivery evidenced by the signature of the recipient. Such letter shall enclose
a copy of the process and any other papers served on the Secretary of State
pursuant to this subsection. It shall be the duty of the plaintiff in the event
of such service to serve process and any other papers in duplicate, to notify
the Secretary of State that service is being effected pursuant to this
subsection and to pay the Secretary of State the sum of $50 for the use of the
State, which sum shall be taxed as part of the costs in the proceeding, if the
plaintiff shall prevail therein. The Secretary of State shall maintain an
alphabetical record of any such service setting forth the name of the plaintiff
and the defendant, the title, docket number and nature of the proceeding in
which process has been served, the fact that service has been effected pursuant
to this subsection, the return date thereof, and the day and hour service was
made. The Secretary of State shall not be required to retain such information
longer than 5 years from receipt of the service of process.
Section
12. Amend § 391, Title 8 of the Delaware Code by making insertions as shown by
underlining and deletions as shown by strikethrough as follows:
§ 391. Taxes and fees Amounts payable to Secretary of State
upon filing certificate or other paper.
(a)
The following taxes and fees and penalties shall be collected
by and paid to the Secretary of State, for the use of the State:
(1) Upon the receipt for filing
of an original certificate of incorporation, the tax fee shall be computed on
the basis of $0.02 for each share of authorized capital stock having par value
up to and including 20,000 shares, $0.01 for each share in excess of 20,000
shares up to and including 200,000 shares, and 2/5 of a $0.01 for each share in
excess of 200,000 shares; $0.01 for each share of authorized capital stock
without par value up to and including 20,000 shares, 1/2 of $0.01 for each
share in excess of 20,000 shares up to and including 2,000,000 shares, and 2/5
of $0.01 for each share in excess of 2,000,000 shares. In no case shall the
amount paid be less than $15. For the purpose of computing the tax
fee on
par value stock each $100 unit of the authorized capital stock shall be counted
as 1 taxable assessable share.
(2) Upon the receipt for filing
of a certificate of amendment of certificate of incorporation, or a certificate
of amendment of certificate of incorporation before payment of capital, or a
restated certificate of incorporation, increasing the authorized capital stock
of a corporation, the tax fee shall be an amount equal to the difference between the tax fee computed at the foregoing rates upon the total authorized
capital stock of the corporation including the proposed increase, and the tax fee computed at the foregoing rates upon the total authorized
capital stock excluding the proposed increase. In no case shall the amount paid
be less than $30.
(3) Upon the receipt for filing
of a certificate of amendment of certificate of incorporation before payment of
capital and not involving an increase of authorized capital stock, or an
amendment to the certificate of incorporation not involving an increase of
authorized capital stock, or a restated certificate of incorporation not
involving an increase of authorized capital stock, or a certificate of
retirement of stock, the tax fee to
be paid shall be $30. For all other certificates relating to corporations, not
otherwise provided for, the tax fee to
be paid shall be $5.00. In the case of exempt corporations no tax fee shall
be paid under this paragraph.
(4) Upon the receipt for filing
of a certificate of merger or consolidation of 2 or more corporations, the tax fee shall
be an amount equal to the difference between the tax fee computed
at the foregoing rates upon the total authorized capital stock of the
corporation created by the merger or consolidation, and the
tax fee so
computed upon the aggregate amount of the total authorized capital stock of the
constituent corporations. In no case shall the amount paid be less than $75.
The foregoing tax fee shall
be in addition to any tax or fee required under any other law of this State to
be paid by any constituent entity that is not a corporation in connection with
the filing of the certificate of merger or consolidation.
(5) Upon the receipt for filing
of a certificate of dissolution, there shall be paid to and collected by the
Secretary of State a tax fee of:
a. Forty dollars ($40); or
b. Ten dollars ($10) in the case of a certificate of
dissolution which certifies that:
1. The corporation has no assets
and has ceased transacting business; and
2. The corporation, for each
year since its incorporation in this State, has been required to pay only the
minimum franchise tax then prescribed by § 503 of this title; and
3. The corporation has paid all
franchise taxes and fees due to or assessable by this State through the end of
the year in which said certificate of dissolution is filed.
(6) Upon the receipt for filing
of a certificate of reinstatement of a foreign corporation or a certificate or other paper of
surrender and withdrawal from the State by a foreign corporation, there shall
be collected by and paid to the Secretary of State a tax fee of
$10.
(7) For receiving and filing
and/or indexing any certificate, affidavit, agreement or any other paper provided
for by this chapter, for which no different fee is specifically prescribed, a
fee of $115 in each case shall be paid to the Secretary of State. The fee in
the case of a certificate of incorporation filed as required by § 102 of this
title shall be $25. For entering information from each instrument into the
Delaware Corporation Information System in accordance with § 103(c)(8) of this
title, the fee shall be $5.00.
a. A certificate of dissolution
which meets the criteria stated in paragraph (a)(5)b. of this section shall not
be subject to such fee; and
b. A certificate of
incorporation filed in accordance with § 102 of this title shall be subject to
a fee of $25.
(8) For receiving and filing
and/or indexing the annual report of a foreign corporation doing business in
this State, a fee of $125 shall be paid. In the event of neglect, refusal or
failure on the part of any foreign corporation to file the annual report with
the Secretary of State on or before June 30 each year, the corporation shall
pay a penalty of $125.
(9) For recording and indexing
articles of association and other papers required by this chapter to be
recorded by the Secretary of State, a fee computed on the basis of $0.01 a line
shall be paid.
(10) For certifying copies of
any paper on file provided by this chapter, a fee of $50 shall be paid for each
copy certified. In addition, a fee of $2.00 per page shall be paid in each
instance where the Secretary of State provides the copies of the document to be
certified.
(11) For issuing any
certificate of the Secretary of State other than a certification of a copy
under paragraph (a)(10) of this section, or a certificate that recites all of a
corporation's filings with the Secretary of State, a fee of $50 shall be paid for
each certificate. For issuing any certificate of the Secretary of State that
recites all of a corporation's filings with the Secretary of State, a fee of
$175 shall be paid for each certificate.
(12) For filing in the office
of the Secretary of State any certificate of change of location or change of
registered agent, as provided in § 133 of this title, there shall be collected
by and paid to the Secretary of State a fee of $50, provided that no fee shall
be charged pursuant to § 103(c)(6) and (c)(7) of this title.
(13) For filing in the office
of the Secretary of State any certificate of change of address or change of
name of registered agent, as provided in § 134 of this title, there shall be
collected by and paid to the Secretary of State a fee of $50, plus the same
fees for receiving, filing, indexing, copying and certifying the same as are
charged in the case of filing a certificate of incorporation.
(14) For filing in the office
of the Secretary of State any certificate of resignation of a registered agent
and appointment of a successor, as provided in § 135 of this title, there shall
be collected by and paid to the Secretary of State a fee of $50.
(15) For filing in the office
of the Secretary of State, any certificate of resignation of a registered agent
without appointment of a successor, as provided in §§ 136 and 377 of this
title, there shall be collected by and paid to the Secretary of State a fee of
$2.00 for each corporation whose registered agent has resigned by such
certificate.
(16) For preparing and
providing a written report of a record search, a fee of $50 shall be paid.
(17) For preclearance of any
document for filing, a fee of $250 shall be paid.
(18) For receiving and filing
and/or indexing an annual franchise tax report of a corporation provided for by
§ 502 of this title, a fee of $25 shall be paid by exempt corporations and a
fee of $50 shall be paid by all other corporations.
(19) For receiving and filing
and/or indexing by the Secretary of State of a certificate of domestication and
certificate of incorporation prescribed in § 388(d) of this title, a fee of
$165, plus the tax and fee payable upon the receipt for filing
of an original certificate of incorporation, shall be paid.
(20) For receiving, reviewing
and filing and/or indexing by the Secretary of State of the documents
prescribed in § 389(c) of this title, a fee of $10,000 shall be paid.
(21) For receiving, reviewing
and filing and/or indexing by the Secretary of State of the documents
prescribed in § 389(d) of this title, an annual fee of $2,500 shall be paid.
(22) Except as provided in this
section, the fees of the Secretary of State shall be as provided for in § 2315
of Title 29.
(23) In the
case of exempt corporations, the total fees payable to the Secretary of State
upon the filing of a Certificate of Change of Registered Agent and/or
Registered Office or a Certificate of Revival shall be $5.00 and such filings
shall be exempt from any fees or assessments pursuant to the requirements of §
103(c)(6) and (c)(7) of this title.
(24) For
accepting a corporate name reservation application, an application for renewal
of a corporate name reservation, or a notice of transfer or cancellation of a
corporate name reservation, there shall be collected by and paid to the
Secretary of State a fee of up to $75.
(25) For receiving and filing
and/or indexing by the Secretary of State of a certificate of transfer or a
certificate of continuance prescribed in § 390 of this title, a fee of $1,000
shall be paid.
(26) For receiving and filing
and/or indexing by the Secretary of State of a certificate of conversion and
certificate of incorporation prescribed in § 265 of this title, a fee of $115,
plus the tax and fee payable upon the receipt for filing
of an original certificate of incorporation, shall be paid.
(27) For receiving and filing
and/or indexing by the Secretary of State of a certificate of conversion
prescribed in § 266 of this title, a fee of $165 shall be paid.
(b)(1) For the purpose of
computing the tax fee prescribed in paragraphs
(a)(1), (2) and (4) of this section the authorized capital stock of a
corporation shall be considered to be the total number of shares which the
corporation is authorized to issue, whether or not the total number of shares
that may be outstanding at any one time be limited to a less number.
(2) For the purpose of
computing the tax fee prescribed
in paragraphs (a)(2) and (3) of this section, a certificate of amendment of
certificate of incorporation, or an amended certificate of incorporation before
payment of capital, or a restated certificate of incorporation, shall be
considered as increasing the authorized capital stock of a corporation provided
it involves an increase in the number of shares, or an increase in the par
value of shares, or a change of shares with par value into shares without par
value, or a change of shares without par value into shares with par value, or
any combination of 2 or more of the above changes, and provided further that
the tax fee computed
at the rates set forth in paragraph (a)(1) of this section upon the total
authorized capital stock of the corporation including the proposed change or
changes exceeds the tax fee so
computed upon the total authorized stock of the corporation excluding such
change or changes.
(c) The Secretary of State may
issue photocopies or electronic image copies of instruments on file, as well as
instruments, documents and other papers not on file, and for all such
photocopies or electronic image copies which are not certified by the Secretary
of State, a fee of $10 shall be paid for the first page and $2.00 for each
additional page. The Secretary of State may also issue microfiche copies of
instruments on file as well as instruments, documents and other papers not on
file, and for each such microfiche a fee of $2.00 shall be paid therefor.
Notwithstanding Delaware's Freedom of Information Act [Chapter 100 of Title 29]
or other provision of this Code granting access to public records, the
Secretary of State shall issue only photocopies, microfiche or electronic image
copies of records in exchange for the fees described above.
(d) No fees for the use of the
State shall be charged or collected from any corporation incorporated for the
drainage and reclamation of lowlands or for the amendment or renewal of the
charter of such corporation.
(e) The Secretary of State may
in the Secretary of State's discretion permit the extension of credit for the
taxes
or fees required by this section upon such terms as the
Secretary of State shall deem to be appropriate.
(f) The
Secretary of State shall retain from the revenue collected from the taxes
or fees required by this section a
sum sufficient to provide at all times a fund of at least $500, but not more
than $1,500, from which the Secretary of State may refund any payment made
pursuant to this section to the extent that it exceeds the taxes or fees required by
this section. The fund shall be deposited in the financial institution which is
the legal depository of state moneys to the credit of the Secretary of State
and shall be disbursable on order of the Secretary of State.
(g) The
Secretary of State may in the Secretary of State's discretion charge a fee of
$60 for each check received for payment of any fee or tax under Chapter 1 or
Chapter 6 of this title that is returned due to insufficient funds or as the
result of a stop payment order.
(h) In
addition to those fees charged under subsections (a) and (c) of this section,
there shall be collected by and paid to the Secretary of State the following:
(1) For all services described
in subsection (a) of this section that are requested to be completed within 30
minutes on the same day as the day of the request, an additional sum of up to
$7,500 and for all services described in subsections (a) and (c) of this
section that are requested to be completed within 1 hour on the same day as the
day of the request, an additional sum of up to $1,000 and for all services
described in subsections (a) and (c) of this section that are requested to be
completed within 2 hours on the same day as the day of the request, an
additional sum of up to $500; and
(2) For all services described
in subsections (a) and (c) of this section that are requested to be completed
within the same day as the day of the request, an additional sum of up to $300;
and
(3) For all services described
in subsections (a) and (c) of this section that are requested to be completed
within a 24-hour period from the time of the request, an additional sum of up
to $150.
The Secretary of State shall
establish (and may from time to time alter or amend) a schedule of specific
fees payable pursuant to this subsection.
(i) A domestic corporation or a
foreign corporation registered to do business in this State that files with the
Secretary of State any instrument or certificate, and in connection therewith,
neglects, refuses or fails to pay any fee or tax under Chapter 1 or Chapter 6
of this title shall, after written demand therefor by the Secretary of State by
mail addressed to such domestic corporation or foreign corporation in care of
its registered agent in this State, cease to be in good standing as a domestic
corporation or registered as a foreign corporation in this State on the
ninetieth day following the date of mailing of such demand, unless such fee or
tax and, if applicable, the fee provided for in subsection (g) of this section
are paid in full prior to the ninetieth day following the date of mailing of
such demand. A domestic corporation that has ceased to be in good standing or a
foreign corporation that has ceased to be registered by reason of the neglect,
refusal or failure to pay any such fee or tax shall be restored to and have the
status of a domestic corporation in good standing or a foreign corporation that
is registered in this State upon the payment of the fee or tax which such
domestic corporation or foreign corporation neglected, refused or failed to pay
together with the fee provided for in subsection (g) of this section, if
applicable. The Secretary of State shall not accept for filing any instrument
authorized to be filed with the Secretary of State under this title in respect
of any domestic corporation that is not in good standing or any foreign corporation
that has ceased to be registered by reason of the neglect, refusal or failure
to pay any such fee or tax, and shall not issue any certificate of good
standing with respect to such domestic corporation or foreign corporation,
unless and until such domestic corporation or foreign corporation shall have
been restored to and have the status of a domestic corporation in good standing
or a foreign corporation duly registered in this State.
(j) As used in this section,
the term "exempt corporation" shall have the meaning given to it in §
501(b) of this title.
Section
13. Sections 1 through 7 and 9 through 12 shall be effective August 1,
2012. Section 8 shall be effective
August 1, 2013.
This bill continues the practice of amending periodically the Delaware General Corporation Law (the “DGCL”) to keep it current and to maintain its national preeminence. The following is a section-by-section review of the proposed amendments of the DGCL.
Section 1 amends § 254(d)(1) of the DGCL by adding a new requirement to provide the type of entity involved in a merger.
Section 2 amends § 263(c)(1) of the DGCL by adding a new requirement to provide the type of entity involved in a merger.
Section 3 amends § 265(c)(2) of the DGCL by adding a new requirement to provide the type of entity converting to a Delaware corporation.
Section 4 amends § 267(a) of the DGCL by adding a new requirement to provide the type of entity involved in a merger.
Section 5 amends § 311(a)(4) of the DGCL by adding a new requirement to provide the name and address of the corporation’s registered agent.
Section 6 amends § 312(d)(2) of the DGCL to clarify that, in a certificate of renewal and revival of charter filed with the Secretary of State, the address of the registered office of the corporation in Delaware must be stated in accordance with § 131(c).
Section 7 amends § 377(a) and (b) of the DGCL to clarify the types of entities that may serve as registered agents for foreign corporations that are qualified to do business in the State Delaware.
Section 8 amends § 377 of the DGCL by adding a new requirement to provide for the reinstatement of a foreign qualification when it has been forfeited for failure to appoint a registered agent.
Section 9 amends § 381(a) of the DGCL by removing the provision that allows the filing of the dissolution from the foreign jurisdiction in place of the certificate of withdrawal required by § 381.
Section 10 amends § 381(b) of the DGCL by confirming the practice of solely providing a certificate evidencing the foreign corporation’s surrender and withdrawal to such foreign corporation.
Section 11 amends § 390(b)(5) of the DGCL to clarify that the address provided for service of process may not be that of the corporation’s registered agent without the written consent of such registered agent.
Section 12 amends § 391 of the DGCL by clarifying that charges assessed by the State pursuant to this section are not taxes and setting forth the fee for the reinstatement of a foreign corporation.
Section 13 provides that Sections 1 through 7 and 9 through 12 of this bill shall become effective August 1, 2012, and Section 8 shall become effective on August 1, 2013.