CHAPTER 587
FORMERLY
HOUSE BILL NO. 589
AS AMENDED BY HOUSE AMENDMENT NOS. 3 AND 4 AND
SENATE AMENDMENT NO. 1
AN ACT To AMEND TITLE 8, 9 AND 29 OF THE DELAWARE CODE RELATING TO ELIMINATING THE REQUIREMENT FOR THE RECORDATION OF. AND ENHANCING PUBLIC ACCESS TO. CORPORATION DOCUMENTS IN THE OFFICES OF THE RECORDERS OF DEEDS.
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 Section 101. Title 8. Delaware Code, by striking from subsection (a) thereof the words and punctuation ". filed and recorded'', and substituting therefor the words "and filer.
Section 2. Amend Section 103 of Title 8. Delaware Code, by striking paragraph (c)(4) thereof in its entirety and by inserting a new paragraph (c)(4) to read as follows:
"(4) The Secretary of State, acting as agent or 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 ices as provided for in paragraph (c )(5) of this section or as elsewhere provided by law. Said lees shall be for the purposes of defraying certain costs incurred by the counties in merging the information and images of such tiled 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 Ibr 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 one percent of the total fees collected."
Section 3. Amend Section 103. Title 8, Delaware Code, by striking paragraph (c)(5) thereof in its entirety and by inserting a new paragraph in its place to read:
"(5) The assessment fee to the counties shall he $24 for each one-page instrument filed with the Secretary of State in accordance with this section and $9 for each additional page for instruments with more than one 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 he 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 title."
Section 4. Amend Section 103, 1 Me 8. Delaware Code, by striking paragraph (c )(0) thereof in its entirety and inserting a new paragraph in its place to read:
"(6) The Secretary or State shall enter such information from each instrument as he 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 shall be permanently maintained. A copy or each instrument shall be permanently maintained on optical disk or by other suitable medium."
Section 5. Amend Section 103, Title 8. Delaware Code. by striking subsection (e) thereof in its entirety and by inserting a new subsection in its place to read:
(e) 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."
Section 6. Amend Section 103, Title 8, Delaware Code, by striking from subsection (I) thereof the words and punctuation filed and recorded" wherever the same appears in said subsection, and substituting therefore the words "and filed".
Section 7. Amend Section 105. 'fide 8, Delaware Code. by striking said section in its entirety and by inserting a new section in its place to read:
"§ 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 facia 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 of
(3) Any other facts required or permitted by law to he stated in the instrument.'
Section 8. Amend Section 133, Title 8, of the Delaware ('ode, by deleting the IA lowing words and punctuation from said section:
". and ;.1 certified copy shall be recorded in the office of the recorder For the county in which the new office is located".
Section 9. Amend Section 134. Title 8, Delaware Code. by deleting said section in its entirety and substituting therefor the following:
"§134. Change of address or name of registered agent.
(a) A registered agent may change the address of the registered office of the corporation or corporations for which he is a registered agent to another address in this State by filing with the Secretary of State a certificate, executed and acknowledged by such registered agent, setting forth the names of all the corporations represented by such registered agent, and the address at which such registered agent has maintained the registered office for each of such corporations. and further certifying to the no.% address to which each such registered office will he changed on a given day. and at which no.% address such registered agent will thereafter maintain the registered office for each of the corporations recited in the certificate I hereafter. or until further change of address, as authorized by law, the registered office in this State of each of the corporations recited in the certificate shall he located at the no% address of the registered agent thereof as given in the certificate.
(b) In the event of a change of name of any person or corporation acting as registered agent in this State, such registered agent shall tile with the Secretary of State a certificate, executed and acknowledged by such registered agent, setting forth the new name of such registered agent. the name of such registered agent before it as changed. the names of all the corporations represented by such registered agent and the address at which such registered agent has maintained the registered office for each of such corporations.''
Section 10. Amend Section 135, Title 8, Delaware Code, by deleting said section in its entirety and substituting therefor the following:
"§ 135. Resignation of registered agent coupled with appointment of successor.
The registered agent of one or more corporations may resign and appoint a successor registered agent by filing a certificate with the Secretary of State, stating the name and address of the successor agent, in accordance with paragraph (2) of subsection (a) of § 102 of this title. There shall be attached to such certificate a statement of each affected corporation ratifying and approving such change of registered agent. Each such statement shall be executed and acknowledged in accordance with § 103 of this title. Upon such filing, the successor registered agent shall become the registered agent of such corporations as have ratified and approved such substitution and the successor registered agent's address, as stated in such certificate, shall become the address of each such corporation's registered office in this State. The Secretary of State shall then issue a certificate that the successor registered agent has become the registered agent of the corporations so ratifying and approving such change, and setting out the names of such corporations."
Section 11. Amend Section 136, Title 8, Delaware Code, by striking said section in its entirety and substituting therefor the following:
"§ 135. Resignation of registered agent not coupled with appointment of successor.
(a) The registered agent of one or more corporations may resign without appointing a successor by filing a certificate of resignation with the Secretary of State; but such resignation shall not become effective until 30 days after the certificate is filed. The certificate shall be executed and acknowledged by the registered agent, shall contain a statement that written notice of resignation was given to each affected corporation at least 30 days prior to the filing of the certificate by mailing or delivering such notice to the corporation at its address last known to the registered agent, and shall set forth the date of such notice.
(b) After receipt of the notice of the resignation of its registered agent. provided for in subsection (a) of this section, the corporation for which such registered agent was acting shall obtain and designate a new registered agent to take the place of the registered agent so resigning in the same manner as provided in § 133 of this title for change of registered agent. If such corporation, being a corporation of this State, fails to obtain and designate a new registered agent as aforesaid prior to the expiration of the period of 30 days after the filing by the registered agent of the certificate of resignation, the Secretary of State shall declare the charter of such corporation forfeited. If such corporation, being a foreign corporation, fails to obtain and designate a new registered agent as aforesaid prior to the expiration of the period of 30 days after the filing by the registered agent of the certificate of resignation, the Secretary of State shall forfeit its authority to do business in this State.
(c) After the resignation of the registered agent shall have become effective as provided in this section and if no new registered agent shall have been obtained and designated in the time and manner aforesaid, service of legal process against the corporation for which the resigned registered agent had been acting shall thereafter be upon the Secretary of State in accordance with § 321 of this title."
Section 12. Amend Section 151, Title 8, Delaware Code, by deleting the words and punctuation ", recorded" in the first sentence of subsection (g) thereof; and also by striking the words and punctuation "filed, and recorded" wherever the same appears in the remaining sentences of said subsection and substituting therefor the words "and filed".
Section 13. Amend Section 241, Title 8, Delaware Code, by striking from subsection (b) thereof the words and punctuation ", filed and recorded" and substituting therefor the words "and tiled".
Section 14. Amend Section 242, Title 8, Delaware Code, by striking from paragraph (b)(1) of said section the words and punctuation ", filed and recorded" and substituting therefor the words "and filed".
Section 15. Amend Section 242, Title 8, Delaware Code, by deleting from paragraph (b)(3) thereof the word "recorded" wherever it appears, and by adding the word "and" before the word "filed" where "filed" first appears, and following the word and punctuation "filed," where it next appears.
Section 16. Amend Section 245, Title 8, Delaware Code, by striking from subsection (d) thereof the words and punctuation ", filed and recorded" and substituting therefor the words" and tiled".
Section 17. Amend Section 251. Title 8, Delaware Code, by striking from subsection (c) thereof the words and punctuation "It shall be recorded in the office of the Recorder of Deeds of the county of this State in which the registered office of the surviving constituent corporation is located; or if any of the constituent corporations shall have been created by a public act of the General Assembly, then the agreement shall be recorded in the county where such corporation had its principal place of business in this State."
Section 18. Amend Section 251, Title 8, Delaware Code, by striking from subsection (c) thereof the words "and recording".
Section 19. Amend Section 252, Title 8, Delaware Code, by striking from subsection (c) thereof the words "and recorded" and "and recording".
Section 20. Amend Section 253, Title 8, Delaware Code, by striking from subsection (a) thereof the words and punctuation "A certified copy of the certificate shall be recorded in the office of the recorder of the county in this State in which the registered office of each constituent corporation which is a corporation of this State is located."
Section 21. Amend Section 254, Title 8, Delaware Code, by striking from subsection (d) thereof the words "and recorded" and and recording" wherever they appear.
Section 22 Amend Section 255, Title 8, Delaware Code, by striking from subsection (c) thereof the words and punctuation "It shall be recorded in the office of the recorder of the county in this State in which the registered office of each such constituent corporation is located; or if any of the constituent corporations shall have been specially created by public act of the General Assembly, then the agreement shall be recorded in the county where such corporation had its principal place of business in this State."
Section 23. Amend Section 256, Title 8, Delaware Code, by striking from subsection (c) thereof the words "and recorded".
Section 24. Amend Section 257, Title 8, Delaware Code, by striking from subsection (c) thereof the words and recorded".
Section 25. Amend Section 263, Title 8, Delaware Code, by thereof the words "and recorded" and the words' 'and recording".
Section 26. Amend Section 264, Title 8, Delaware Code, by striking from subsection (c) thereof the words "and recorded" and the words "and recording".
Section 27. Amend Section 303, Title 8, Delaware Code, by striking from subsection (c) thereof the words "and recorded".
Section 28. Amend Section 311, Title 8, Delaware Code, by striking subsection (b) thereof in its entirety and by substituting therefor a new subsection to read:
"(b) Upon the tiling in the office of the Secretary of State of the certificate of revocation of dissolution, the Secretary of State, upon being satisfied that the requirements of this section have been complied with, shall issue a certificate that the dissolution has been revoked. Upon the issuance of such certificate by the Secretary of the State. the revocation of the dissolution shall become effective and the corporation may again carry on its business."
Section 29. Amend Section 312. Title 8, Delaware Code, by striking the words and number "subsection (c) of § 136" wherever they appear in said section and substituting therefor "subsection (b) of § 136".
Section 30. Amend Section 312. Title 8, Delaware Code, by striking from subsection (c) thereof the words and punctuation "filing and recording" and substituting therein the words "and filing".
Section 31. Amend Section 313. Title 8, Delaware Code, by striking subsection (b) thereof in its entirety and by inserting anew subsection in its place to read:
"(b) Upon the filing by the corporation of the proof of classification as required by subsection (a) of this section, and the filing of the certificate of renewal and revival. and payment of the required tiling fees, the Secretary of State shall issue a certificate that the corporation's certificate of incorporation or charter has been renewed and revived as of the date of the certificate and the corporation shall he renewed and revived with the same force and effect as it provided in subsection (e) or § 312 of this Title for other corporations."
Section 32. Amend Section 344, Title 8, Delaware Code, by striking the words and punctuation ", tiling and recording'' and substituting therefor the words "and filing".
Section 33. Amend Section 388, Title 8, Delaware Code, by striking subsection (b) thereof in its entirety and by inserting a new subsection in its place to read:
"(b) Any non-United States corporation may become domesticated in this State by tiling with the Secretary of State:
(1) A certificate of domestication winch shall he executed in accordance with subsection of this section, and filed in accordance with § 103 of this title. and
(2) A certificate of corporation, which shall be executed, acknowledged. and filed in accordance with § 103 of this title.''
Section 34. Amend Section 391.Title 8, Delaware Code, by striking paragraph (a)(7) thereof in its entirety and inserting a new paragraph in its place to read:
"(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 $50 in each case shall he paid to the Secretary of State. the fee in the case of a certificate of incorporation filed as required by § 11)2 of this title shall be $25 For entering intimation from each instrument into the Delaware Corporation Information System in accordance \sills § I c (16) the fee shall be $20 except the fee lift entering such information for a certificate of incorporation filed as required by § 102 of this title shall be $10.-
Section 35. Amend Section 391, Title 8. Delaware Code, by striking paragraphs (a)(10) thereof in its entirety and inserting a new paragraph in its place to read:
"(10) For certifying copies of any paper on tile provided by this chapter, a fee of $20 shall be paid for each copy certified. In addition, a fee of $1 per page shall be paid in each instance where the Secretary of Slate provides the copies of the document to he certified."
Section 36. Strike Section 392. Title 8. Delaware Code, in its entirety.
Section 37. Amend Section 512. Title 8. Delaware Code, by striking the last sentence in said section,
Section 38. Amend Section 9605. Title 9. Delaware Code, by striking paragraph (a) thereof in its entirety and substituting in lieu thereof a new paragraph (a) to read as follows:
"(a) Each recorder shall record within a reasonable time, deeds. indentures, letters of attorney relating to land, mortgages, releases of lien of-mortgages. leases. releases. assignments. conditional sales and leases of railroad and railway equipment and rolling stock. oaths of office, plots and descriptions. appointments of deputy registers of wills. certificates of commissioners and agreements of owners bounding and marking lands, petitions and orders for sheriffs' deeds, all instruments authorized or directed by law to he recorded or lodged by the Recorder of Deeds, including certificates of discharge regularly issued by the United States Army. Air Force. Navy. Coast Guard, or Marine Corps. The recorder shall forthwith make a proper note of the same in the indices. No lee shall he charged for recording any certificate of discharge in this subsection.-
Section 39. Amend Section 9607. Title 9. Delaware Code, by striking paragraph (b) thereof in its entirety and substituting in lieu thereof a new paragraph (b) to read as follows:
"(a) the recorder of each county shall collect for each document or paper recorded or tiled, a surcharge of $5 for the support of the Housing Development Fund, and an additional $1 fee for the support of the Local Government Records Management Improvement Fund. the surcharge of $5 and the additional $1 fee is included in the assessment lee collected by each county in accordance with § 103(c)(5). Title 8. Delaware Code. Any instrument for which an assessment fee is charged shall he considered one document tour purposes of determining the surcharge of $5 and the $1 fee
Section 40. Amend Title 9. Delaware Code, by adding a new Section 9624 to read as follows:
"§ 9624 Integration of Documents from the Office of the Secretary of State. the recorder of deeds of each county may. at his or her discretion and expense, integrate the information and documents from the Delaware Corporation Information System and the Optical Disk Imaging System of the Secretary of State or any successor thereto into any system of the recorder for the electronic tiling and storage of information. including any system fur the remote accessing of information. and May print or microfilm documents from the Delaware Corporate Information System and Optical Disk Imaging System. provided. that any user of a county system for the remote accessing of information which includes the Delaware Corporation Information System and the Optical Disk Imaging System documents and images shall. as a condition of such use: I) be at a location within the State Of Delaware: and 21 comply with all relevant rules and regulations adopted from time to time by the Secretary of State governing the use of such documents by remote users, including but not limited to those rules limiting the transmission of such documents from the remote site: pros tiled further. that the County shall collect from each remote user (in addition to such charges or lees- as the County may assess and collect for itself pursuant to 9625 of this Chapter). and pay over to the Secretary of State not less than monthly such lee which the Secretary of State shall from time to dine assess for the privilege of accessing and copying at a remote site documents which originate on the Optical Disk Imaging System.
Section 41. Amend Title 9. Delaware Code. by adding a new Section 9625 thereto to read as follows:
'' 9625. Cacti recorder shall not charge any fees or telephone or other electronic connection charges to title searchers. other commercial users or members of the public to use the computer hardware and software system provided by the Department of State in each recorder's office to access, search and view the information and documents available on the Delaware Corporation information System and Optical Disk Imaging System of the Department as provided in Section 2319 of Title 29; but each recorder may establish and amend from time to time reasonable rules for the use of such on-site system and may charge a reasonable fee for printing images or information from the system or for remote access to such information and documents."
Section 42. Amend Title 29, Delaware Code, by adding a new Section 2319 thereto to read as follows:
"§ 2319. The Secretary of State shall, at no expense to the counties, provide and install computer hardware and software in the offices of the recorder of deeds of each of the counties to access, search, view arid print the complete Delaware Optical Disk Imaging System and the Delaware Corporation Information System of the Secretary of State. Such computer hardware and software shall be substantially equivalent to that utilized by other remote users of the Delaware Optical Disk Imaging System and the Delaware Corporation Information System. The Secretary of State shall also provide and install at its own expense in the office of each recorder any upgrade of either of such computer hardware or software, or both, which the Secretary of State installs from time to time in its own system, where such upgrade is necessary to maintain no less than the same capacity for accessing, searching. storing, viewing and printing Delaware Corporation Information System and Optical Disk Imaging System documents and information at each of the recorder's offices as existed immediately prior to the installation of such upgrade by the Secretary of State in its own system. The Secretary of State shall provide appropriate training fir the operation of the installed systems or any changes to the systems to two members of each Recorder's office staff at no charge to the Recorders. Each recorder shall maintain at its own expense the computer hardware that has been installed by the Secretary of State in its offices. The Secretary of State shall provide each recorder the same level of maintenance and support for the system software as provided to other remote users, and shall charge each recorder no more than other remote users are charged for similar services. Each recorder shall also pay for the initial installation and subsequent monthly charges for all required telephone lines or other electronic connections between the recorders' offices and the Secretary of State. The State shall not charge any fees to the recorders for access and use through the recorders' offices of the Delaware Corporation Information System and Optical Disk Imaging System of the Secretary of State.-
Section 43. This Act shall become effective on the later of July 1, 19%, or at such time as the Secretary of State shall certify upon the recommendation of the Delaware Office of Information Services that the computer hardware and software is installed in the recorder's offices of New Castle, Kent and Sussex Counties and adequately functioning to access, retrieve and print images from the Optical Disk Imaging System of the Secretary of State, and that to operators in each Recorder's office have been trained.."
Approved July 25, 1996