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SPONSOR: Rep. Griffith & Sen. Brown & Sen. Townsend &
Sen. Pettyjohn
Reps. Cooke, K. Johnson, Ortega, Michael Smith, Harris;
Sens. Sokola, Cruce, Hansen, Walsh, Wilson
HOUSE OF REPRESENTATIVES
153rd GENERAL ASSEMBLY
HOUSE BILL NO. 353
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):
1 Section 1. Amend § 242, Title 8 of the Delaware Code by making deletions as shown by strike through and
2 insertions as shown by underline as follows:
3 § 242. Amendment of certificate of incorporation after receipt of payment for stock; nonstock corporations.
4 (d) Notwithstanding the provisions of subsection (b) of this section, unless otherwise expressly required by the
5 certificate of incorporation:
6 (1) No meeting or vote of stockholders shall be required to adopt an amendment that (A) affects only changes
7 described in paragraph (a)(1) or (7) of this section; or (B) reclassifies by subdividing the issued shares of a class of
8 stock into a greater number of issued shares of the same class of stock (and, in connection therewith, such amendment
9 may increase the number of authorized shares of such class of stock up to an amount proportionate to the subdivision),
10 provided the corporation has only 1 class of stock outstanding and such class is not divided into series; and
11 (2) An amendment to increase or decrease the authorized number of shares of a class of capital stock or an
12 amendment to reclassify by combining the issued shares of a class of capital stock into a lesser number of issued shares
13 of the same class of stock may be made and effected, without obtaining the vote or votes of stockholders otherwise
14 required by subsection (b) of this section if: (A) the shares of such class are listed on a national securities exchange
15 immediately before such amendment becomes effective and meet the listing requirements of such national securities
16 exchange relating to the minimum number of holders immediately after such amendment becomes effective, (B) at a
17 meeting called in accordance with paragraph (b)(1) of this section, a vote of the stockholders entitled to vote thereon,
18 voting as a single class, is taken for and against the proposed amendment, and the votes cast for the amendment exceed
19 the votes cast against the amendment, and (C) if the amendment increases or decreases the authorized number of shares
20 of a class of capital stock for which no provision has been made pursuant to the last sentence of paragraph (b)(2) of this
21 section, the votes cast for the amendment by the holders of such class exceed the votes cast against the amendment by
22 the holders of such class.
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23 A provision of the certificate of incorporation providing that the number of authorized shares of 1 or more classes of stock
24 may be increased or decreased by the affirmative vote of the holders of a majority of the stock (or a majority of the votes of
25 such stock) of the corporation entitled to vote irrespective of the last sentence of paragraph (b)(2) of this section shall not
26 constitute an express requirement to obtain an additional or greater vote than is provided by this subsection, unless such
27 provision expressly states that the corporation is not to be governed by paragraph (d)(1) or (2), or both, of this section or
28 such provision requires a greater or additional vote than is contemplated by the last sentence of paragraph (b)(2) of this
29 section.
30 Section 2. Amend § 275, Title 8 of the Delaware Code by making deletions as shown by strike through and
31 insertions as shown by underline as follows:
32 § 275. Dissolution generally; procedure.
33 (d) If dissolution is authorized in accordance with this section, a certificate of dissolution shall be executed,
34 acknowledged and filed, and shall become effective, in accordance with § 103 of this title. Such certificate of dissolution
35 shall set forth:
36 (1) The name of the corporation;
37 (2) The date dissolution was authorized;
38 (3) That the dissolution has been authorized by the board of directors and stockholders of the corporation, in
39 accordance with subsections (a) and (b) of this section, or that the dissolution has been authorized by all of the
40 stockholders of the corporation entitled to vote on a dissolution, in accordance with subsection (c) of this section;
41 (4) The names and addresses of the directors and officers of the corporation; and
42 (5) The date of filing of the corporation’s original certificate of incorporation with the Secretary of State.
43 State; and
44 (6) The agreement required by subsection (i) of this section.
45 (f) If a corporation has included in its certificate of incorporation a provision limiting the duration of its existence
46 to a specified date in accordance with § 102(b)(5) of this title, a certificate of dissolution shall be executed, acknowledged
47 and filed in accordance with § 103 of this title within 90 days before such specified date and shall become effective on such
48 specified date. Such certificate of dissolution shall set forth:
49 (1) The name of the corporation;
50 (2) The date specified in the corporation’s certificate of incorporation limiting the duration of its existence;
51 (3) The names and addresses of the directors and officers of the corporation; and
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52 (4) The date of filing of the corporation’s original certificate of incorporation with the Secretary of State.
53 State; and
54 (5) The agreement required by subsection (i) of this section.
55 The failure to timely file a certificate of dissolution pursuant to this subsection with respect to any corporation shall not
56 affect the expiration of such corporation’s existence on the date specified in its certificate of incorporation pursuant to §
57 102(b)(5) of this title and shall not eliminate the requirement to file a certificate of dissolution as contemplated by this
58 subsection. If a certificate of good standing is issued by the Secretary of State after the date specified in a corporation’s
59 certificate of incorporation pursuant to § 102(b)(5) of this title, such certificate of good standing shall be of no force or
60 effect.
61 (h) The authority and responsibilities of the registered agent of a dissolved corporation terminate at the time of the
62 effectiveness of the filing of the certificate of dissolution, except with respect to service of process received by the
63 registered agent before the effectiveness of the filing of the certificate of dissolution.
64 (i) The dissolving corporation shall agree that it may be served with process in this State in any proceeding for
65 enforcement of any obligation of the dissolved corporation, and shall irrevocably appoint, with the appointment effective on
66 and after the effectiveness of the filing of the certificate of dissolution, the Secretary of State as its agent to accept service
67 of process in any such suit or other proceedings and shall specify the address to which a copy of such process shall be sent
68 by the Secretary of State. Process may be served upon the Secretary of State under this subsection by means of electronic
69 transmission but only as prescribed by the Secretary of State. The Secretary of State is authorized to issue such rules and
70 regulations with respect to such service as the Secretary of State deems necessary or appropriate. In the event of such
71 service upon the Secretary of State in accordance with this subsection, the Secretary of State shall forthwith notify the
72 dissolved corporation thereof by letter, directed to such dissolved corporation at its address so specified, unless such
73 dissolved corporation shall have designated in writing to the Secretary of State a different address for such purpose, in
74 which case it shall be sent to the last address so designated. Such letter shall be sent by a mail or courier service that
75 includes a record of mailing or deposit with the courier and a record of delivery evidenced by the signature of the recipient.
76 Such letter shall enclose a copy of the process and any other papers served on the Secretary of State pursuant to this
77 subsection. It shall be the duty of the plaintiff in the event of such service to serve process and any other papers in
78 duplicate, to notify the Secretary of State that service is being effected pursuant to this subsection and to pay the Secretary
79 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
80 plaintiff shall prevail therein. The Secretary of State shall maintain an alphabetical record of any such service setting forth
81 the name of the plaintiff and the defendant, the title, docket number and nature of the proceeding in which process has been
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82 served, the fact that service has been effected pursuant to this subsection, the return date thereof, and the day and hour
83 service was made. The Secretary of State shall not be required to retain such information longer than 5 years from receipt of
84 the service of process.
85 Section 3. Amend § 312, Title 8 of the Delaware Code by making deletions as shown by strike through and
86 insertions as shown by underline as follows:
87 § 312. Revival of certificate of incorporation.
88 (j) Except as otherwise provided in § 313 of this title, whenever it shall be desired to revive the certificate of
89 incorporation of any nonstock corporation, the governing body shall perform all the acts necessary for the revival of the
90 certificate of incorporation of the corporation which are performed by the board of directors in the case of a corporation
91 having capital stock, and the members of any nonstock corporation who are entitled to vote for the election of members of
92 its governing body and any other members entitled to vote for dissolution under the certificate of incorporation or the
93 bylaws of such corporation, shall perform all the acts necessary necessary, if any, for the revival of the certificate of
94 incorporation of the corporation which are performed by the stockholders in the case of a corporation having capital stock.
95 Except as otherwise provided in § 313 of this title, in all other respects, the procedure for the revival of the certificate of
96 incorporation of a nonstock corporation shall conform, as nearly as may be applicable, to the procedure prescribed in this
97 section for the revival of the certificate of incorporation of a corporation having capital stock; provided, however, that
98 subsection (i) of this section shall not apply to nonstock corporations.
99 Section 4. This Act takes effect on August 1, 2026.
SYNOPSIS
This Act continues the practice of amending periodically the Delaware General Corporation Law (“DGCL”) to
keep it current and maintain its national preeminence. The following is a section-by-section review of the proposed
amendments to the DGCL.
Section 1. Section 1 of this Act confirms that if a certificate of incorporation includes a provision that “opts out” of
the class vote specified in § 242(b)(2) of Title 8 to increase or decrease the number of shares of a class of stock authorized
for issuance, including a provision that requires the affirmative vote of the holders of a majority of the stock (or a majority
of the votes of such stock) entitled to vote, that “opt out” will not be deemed an express provision that has the effect of
“opting out” of the default provisions of § 242(d). Instead, § 242(d) will apply unless the § 242(b)(2) “opt out” expressly
states that the corporation is not governed by § 242(d)(1) or (2), or the § 242(b)(2) “opt out” provision specifies a greater or
additional vote to increase or decrease the authorized number of shares of 1 or more classes of stock.
Section 2. Section 2 of this Act amends § 275 of Title 8, which addresses the dissolution of a corporation. New §
275(h) provides that the authority and responsibilities of the registered agent of the corporation terminate at the time the
dissolution of the corporation becomes effective, except with respect to service of process that the registered agent has
received before that time. New § 275(i) establishes procedures for the Secretary of State to accept service of process for a
dissolved corporation after the dissolution has become effective. The amendments to § 275(d) and (f) require a corporation
to include in its certificate of dissolution an agreement that the dissolved corporation may be served with process in the
State by service to the Secretary of State in accordance with the Secretary of State’s rules and regulations.
Section 3. Section 3 of this Act amends § 312(j) of Title 8, which addresses the revival of the certificate of
incorporation of a nonstock corporation if the certificate has become forfeited or void. The amendments delete reference to
actions taken by members of a nonstock corporation who are entitled to vote on a dissolution of the corporation. The
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provisions of § 312(j), when read together with § 312(h), contemplates member action only to elect persons to the
governing body of the corporation if there are no such persons then in office to revive the corporation. Because no action
by members entitled to vote on a dissolution is required for revival, the reference to these members is being deleted. In
addition, because no member action is required to revive a corporation if there are persons then serving on the governing
body of the corporation, amended § 312(h) also clarifies that member action will be taken for a revival only “if any”
member action is necessary.
Section 4. Section 4 of this Act provides that this Act takes effect on August 1, 2026.
This Act requires a greater than majority vote for passage because § 1 of Article IX of the Delaware Constitution
requires the affirmative vote of two-thirds of the members elected to each house of the General Assembly to amend the
general corporation law.
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