The state of delawares businessfriendly legal climate has been voted the best in the country many times by the u. The readable delaware general corporation law by lynn m. As with corporate law itself, however, our principal focus in this book is not. Delaware general corporation law legal definition of. Any person, partnership, or association can form a corporation. The general corporation law of delaware is chapter 1. The delaware general corporation law title 8, chapter 1 of the delaware code is the statute governing corporate law in the u. Delaware general corporation law means the delaware general corporation law, 8 del. A corporation can be formed in the state of delaware by filing a certificate of incorporation with the division of corporations in the department of. Bstract the delaware general corporation law dgcl is the nations most popular and respected corporate legal regime for numerous reasons, including the dgcls clarity and emphasis onprivate ordering. Any person, partnership, or association can form a corporation as long as their business is lawful. Chapter 77 voluntary alternative dispute resolution.
The following amendments to delaware general corporation law dgcl section 251h have been passed by the delaware legislature, clarifying a number of issues that have arisen since adoption of the law last year. Overview of the delaware limited liability company act. In recent years, however, delaware has also emerged as a leader in providing cuttingedge alternatives to the traditional corporate form. Delaware corporation law and practice lexisnexis store. This unannotated text is intended for quick reference of. History and economics david mcbride where there is no bread, there is no law. Chapter 50e certification of adoption of transparency and sustainability standards. The delaware state is a procorporation state as half of the publicly traded. This quick desk reference series edition of the delaware general corporation law contains the chapters 1 and 5 of title 8 of the delaware code, including the general corporation law and the corporation franchise tax chapters. This article examines section 220 of delaware general corporation law.
Although it is intended to highlight the bluebook, and not substitute for it, we hope this guide provides a convenient, delawarespecific resource for the superior courts judicial officers, law clerks, interns, externs, and staff. The business and legal terms of an acquisition will be negotiated and agreed among the parties, but the underlying state law provides a framework for, and the basic requirements of, how each of. The amendments are effective august 1, 2019, unless specified otherwise and include the following. This site provides a more accessible version of the delaware general corporation law dgcl, and a guide to the federal proxy rules. Indiana electrical workers pension trust fund, many attorneys read it as a signal that a more expansive scope of books and records discovery was available under section 220 of.
Delaware general corporation lawa commentary and analysis. Governance systems, 26 delaware journal of corporate law 147. Delaware has also developed advanced modern statutes for business entities other than corporations. The number of directors shall be fixed by, or in the manner provided in, the bylaws, unless the certificate of incorporation fixes the number of directors, in which case a change in the number of directors shall be made only by amendment of the certificate. The stockholders statutory right to inspect corporate. The dgcl sometimes follows the standard convention that divides complex statutory sentences into multiple paragraphs.
Sentences are excessively long one rambles on for nearly two pages. This is informational and should not be misconstrued as legal advice. Delaware corporation law and practice is an invaluable reference not only for attorneys in delaware, but also for practitioners all over the country. The readable delaware general corporation law 20162017 by. Analysis of the 2016 amendments to the delaware general. The medium form merger provisions of section 251h were improved. If signed by the governor as is expected, the amendments will apply to merger agreements entered into on or after august 1, 2014. Delaware legislature clarifies section 251h secondstep. Corporation law is often looked upon as an area of the law within the special province of state legislatures and state courts. Execution, acknowledgment, filing, recording and effective date of original certificate of incorporation and other. Llc and corporation faqs harvard business services, inc. Dgcl which generally provides limited rights to shareholders seeking.
The sixth edition of folk on the delaware general corporation law is the place to turn for authoritative coverage of the countrys most important corporate law. The 2016 amendments to the delaware general corporation law the dgcl were recently enacted. Three national authorities provide indepth, sectionbysection analysis of the general corporation law of delaware, dentifying trends and clarifying case law interpreting the statute. Although artfully drafted, the delaware general corporation law dgcl is unreadable. Below is a brief summary of the delaware general corporation law. The 2019 amendments to delawares business entity laws. Delaware general corporation law under delaware corporations law, a corporation is a separate legal entity formed by any person, partnership or association to conduct or promote a lawful business. Delaware code title 8 chapter 1 general corporation law. More than one million business entities take advantage of delawares complete package of incorporation services, including modern and flexible corporate laws, our highlyrespected judiciary and legal community, a businessfriendly government, and the customerservice.
For example, the delaware general corporation law dgcl governs asset sales, stock sales and mergers for all acquisitions of delaware corporations. The delaware general corporation lawa commentary and analysis. Folk on the delaware general corporation law, sixth. The stockholders statutory right to inspect corporate books and records stockholders, as corporate owners, have both a right and a need to receive information relevant to the decisions they need to make in protection of their interests, including decisions about how to vote their shares, whether to sell, and whether legal action is necessary. Delawares reputation as the premier jurisdiction for corporate entities is well known. This unannotated text is intended for quick reference of the corporation law of delaware. Now in four volumes, this definitive guide covers delaware corporation law sectionbysection, delivering uptodate insights and penetrating analysis from leading experts in the field.
It is bordered to the south and west by maryland, north by pennsylvania, and east by new jersey and the atlantic ocean. In the context of the delaware general corporation law dgcl, in am. See all 2 formats and editions hide other formats and editions. Visilaw is a system for marking statutes to make them easier to read. The foundation of delawares business advantage is its general corporation law dgcl. Where the stockholder seeks to inspect the corporation s books and records, other than its stock ledger or list of stockholders, such stockholder shall first establish that. This paper contains a short introduction to visilaw and a complete, visilawmarked copy of the delaware general corporation law, including all laws through and including delaware house bill no.
Chapter 19 delaware uniform corporate nonprofit association act. Justia us law us codes and statutes delaware code 2014 delaware code title 8 corporations chapter 1. General corporation law of delaware 2018 paperback june 4, 2018 by delaware legislature author 3. Although it is intended to highlight the bluebook, and not substitute for it, we hope this guide provides a convenient, delaware specific resource for the superior courts judicial officers, law clerks, interns, externs, and staff. For legal assistance with delaware general corporation law, please consult an attorney.
The dgcl helps entrepreneurs, corporate managers, and stockholders create wealth through the. Consent of stockholders or members in lieu of meeting. Fixing date for determination of stockholders of record. Delaware corporation laws annotated is a concise reference pulling.