HB342. An Act To Amend Title 8 Of The Delaware Code Relating To The General Corporation Law.

Summary

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 corporations 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 corporations 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 corporations 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.