Delaware
Corporation Law


Delaware
General Corporation Law


Subchapter XII. Renewal, Revival, Extension and
Restoration of Certificate of Incorporation or Charter

§ 311. Revocation of voluntary dissolution.

(a) At any time prior to the expiration of 3 years following the dissolution of a corporation pursuant to § 275 of this title, or, at any time prior to the expiration of such longer period as the Court of Chancery may have directed pursuant to § 278 of this title, a corporation may revoke the dissolution theretofore effected by it in the following manner:

(1) For purposes of this section, the term "stockholders" shall mean the stockholders of record on the date the dissolution became effective.

(2) The board of directors shall adopt a resolution recommending that the dissolution be revoked and directing that the question of the revocation be submitted to a vote at a special meeting of stockholders;

(3) Notice of the special meeting of stockholders shall be given in accordance with § 222 of this title to each of the stockholders.

(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 names and respective addresses of its officers;

c. The names and respective addresses of its directors;

d. 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.

(b) Upon the filing 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that the requirements of this section have been complied with, shall issue a certificate that the dissolution has been revoked.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.

(c) Upon the issuance of the certificate by the Secretary of State to which subsection (b) of this section refers, the provisions of § 211(c) of this title shall govern, and the period of time the corporation was in dissolution shall be included within the calculation of the 30-day and 13-month periods to which § 211(c) of this title refers. An election of directors, however, may be held at the special meeting of stockholders to which subsection (a) of this section refers, and in that event, that meeting of stockholders shall be deemed an annual meeting of stockholders for purposes of § 211(c) of this title.

(d) If after the dissolution became effective any other corporation organized under the laws of this State shall have adopted the same name as the corporation, or shall have adopted a name so nearly similar thereto as not to distinguish it from the corporation, or any foreign corporation shall have qualified to do business in this State under the same name as the corporation or under a name so nearly similar thereto as not to distinguish it from the corporation, then, in such case, the corporation shall not be reinstated under the same name which it bore when its dissolution became effective, but shall adopt and be reinstated under some other name, and in such case the certificate to be filed under this section shall set forth the name borne by the corporation at the time its dissolution became effective and the new name under which the corporation is to be reinstated.

(e) Nothing in this section shall be construed to affect the jurisdiction or power of the Court of Chancery under § 279 or 280 of this title. (8 Del. C. 1953, § 311; 56 Del. Laws, c. 50; 56 Del. Laws, c. 186, § 25; 57 Del. Laws, c. 148, § 33; 70 Del. Laws, c. 587, § 28; 73 Del. Laws, c. 82, §§ 33, 34; 73 Del. Laws, c. 298, § 11.)

§ 312. Renewal, revival, extension and restoration of certificate of incorporation.

(a) As used in this section, the term "certificate of incorporation" includes the charter of a corporation organized under any special act or any law of this State.

(b) Any corporation may, at any time before the expiration of the time limited for its existence and any corporation whose certificate of incorporation has become inoperative by law for nonpayment of taxes and any corporation whose certificate of incorporation has been forfeited pursuant to § 136(b) of this title and any corporation whose certificate of incorporation has expired by reason of failure to renew it or whose certificate of incorporation has been renewed, but, through failure to comply strictly with the provisions of this chapter, the validity of whose renewal has been brought into question, may at any time procure an extension, restoration, renewal or revival of its certificate of incorporation, together with all the rights, franchises, privileges and immunities and subject to all of its duties, debts and liabilities which had been secured or imposed by its original certificate of incorporation and all amendments thereto.

(c) The extension, restoration, renewal or revival of the certificate of incorporation may be procured by executing, acknowledging and filing a certificate in accordance with § 103 of this title.

(d) The certificate required by subsection (c) of this section shall state:

(1) The name of the corporation, which shall be the existing name of the corporation or the name it bore when its certificate of incorporation expired, except as provided in subsection (f) of this section, and the date of filing of its original certificate of incorporation with the Secretary of State;

(2) The address (which shall include the street, city and county) of the corporation's registered office in this State and the name of its registered agent at such address;

(3) Whether or not the renewal, restoration or revival is to be perpetual and if not perpetual the time for which the renewal, restoration or revival is to continue and, in case of renewal before the expiration of the time limited for its existence, the date when the renewal is to commence, which shall be prior to the date of the expiration of the old certificate of incorporation which it is desired to renew;

(4) That the corporation desiring to be renewed or revived and so renewing or reviving its certificate of incorporation was organized under the laws of this State;

(5) The date when the certificate of incorporation would expire, if such is the case, or such other facts as may show that the certificate of incorporation has been forfeited pursuant to § 136(b) of this title, or has become inoperative or void or that the validity of any renewal has been brought into question;

(6) That the certificate for renewal or revival is filed by authority of those who were directors or members of the governing body of the corporation at the time its certificate of incorporation expired or who were elected directors or members of the governing body of the corporation as provided in subsection (h) of this section.

(e) Upon the filing of the certificate in accordance with § 103 of this title the corporation shall be renewed and revived with the same force and effect as if its certificate of incorporation had not been forfeited pursuant to § 136(b) of this title, or inoperative and void, or had not expired by limitation. Such reinstatement shall validate all contracts, acts, matters and things made, done and performed within the scope of its certificate of incorporation by the corporation, its officers and agents during the time when its certificate of incorporation was forfeited pursuant to § 136(b) of this title, or was inoperative or void or after its expiration by limitation, with the same force and effect and to all intents and purposes as if the certificate of incorporation had at all times remained in full force and effect. All real and personal property, rights and credits, which belonged to the corporation at the time its certificate of incorporation became forfeited pursuant to § 136(b) of this title, or inoperative or void, or expired by limitation and which were not disposed of prior to the time of its revival or renewal shall be vested in the corporation, after its revival and renewal, as fully and amply as they were held by the corporation at and before the time its certificate of incorporation became forfeited pursuant to § 136(b) of this title, inoperative or void, or expired by limitation, and the corporation after its renewal and revival shall be as exclusively liable for all contracts, acts, matters and things made, done or performed in its name and on its behalf by its officers and agents prior to its reinstatement, as if its certificate of incorporation had at all times remained in full force and effect.


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(f) If, since the certificate of incorporation become forfeited pursuant to § 136(b) of this title, or inoperative or void for nonpayment of taxes, or expired by limitation, any other corporation organized under the laws of this State shall have adopted the same name as the corporation sought to be renewed or revived or shall have adopted a name so nearly similar thereto as not to distinguish it from the corporation to be renewed or revived or any foreign corporation qualified in accordance with § 371 of this title shall have adopted the same name as the corporation sought to be renewed or revived or shall have adopted a name so nearly similar thereto as not to distinguish it from the corporation to be renewed or revived, then in such case the corporation to be renewed or revived shall not be renewed under the same name which it bore when its certificate of incorporation became forfeited pursuant to § 136(b) of this title, inoperative or void, or expired but shall adopt or be renewed under some other name and in such case the certificate to be filed under the provisions of this section shall set forth the name borne by the corporation at the time its certificate of incorporation became forfeited pursuant to § 136(b) of this title, inoperative or void, or expired and the new name under which the corporation is to be renewed or revived.

(g) Any corporation that renews or revives its certificate of incorporation under this chapter shall pay to this State a sum equal to all franchise taxes, penalties and interest thereon due at the time its certificate of incorporation became forfeited pursuant to § 136(b) of this title, inoperative and void for nonpayment of taxes, or expired by limitation or otherwise; provided, however, that any corporation that renews or revives its certificate of incorporation under this chapter whose certificate of incorporation has been forfeited, void or expired for more than 5 years shall, in lieu of the payment of the franchise taxes and penalties otherwise required by this subsection, pay a sum equal to 3 times the amount of the annual franchise tax that would be due and payable by such corporation for the year in which the renewal or revival is effected, computed at the then current rate of taxation. No payment made pursuant to this subsection shall reduce the amount of franchise tax due under Chapter 5 of this title for the year in which the renewal or revival is effected.

(h) If a sufficient number of the last acting officers of any corporation desiring to renew or revive its certificate of incorporation are not available by reason of death, unknown address or refusal or neglect to act, the directors of the corporation or those remaining on the board, even if only 1, may elect successors to such officers. In any case where there shall be no directors of the corporation available for the purposes aforesaid, the stockholders may elect a full board of directors, as provided by the bylaws of the corporation, and the board shall then elect such officers as are provided by law, by the certificate of incorporation or by the bylaws to carry on the business and affairs of the corporation. A special meeting of the stockholders for the purposes of electing directors may be called by any officer, director or stockholder upon notice given in accordance with § 222 of this title.

(i) After a renewal or revival of the certificate of incorporation of the corporation shall have been effected, the provisions of § 211(c) of this title shall govern and the period of time the certificate of incorporation of the corporation was forfeited pursuant to § 136(b) of this title, or was inoperative or void, or after its expiration by limitation, shall be included within the calculation of the 30-day and 13-month periods to which § 211(c) of this title refers. A special meeting of stockholders held in accordance with subsection (h) of this section shall be deemed an annual meeting of stockholders for purposes of § 211(c) of this title.

(j) Whenever it shall be desired to renew or revive the certificate of incorporation of any corporation organized under this chapter not for profit and having no capital stock, the governing body shall perform all the acts necessary for the renewal or revival of the charter of the corporation which are performed by the board of directors in the case of a corporation having capital stock. The members of any corporation not for profit and having no capital stock who are entitled to vote for the election of members of its governing body, shall perform all the acts necessary for the renewal or revival of the certificate of incorporation of the corporation which are performed by the stockholders in the case of a corporation having capital stock. In all other respects, the procedure for the renewal or revival of the certificate of incorporation of a corporation not for profit or having no capital stock shall conform, as nearly as may be applicable, to the procedure prescribed in this section for the renewal or revival of the certificate of incorporation of a corporation having capital stock. (8 Del. C. 1953, § 312; 56 Del. Laws, c. 50; 59 Del. Laws, c. 106, § 16; 64 Del. Laws, c. 112, § 56; 66 Del. Laws, c. 352, § 11; 68 Del. Laws, c. 163, § 2; 70 Del. Laws, c. 587, §§ 29, 30; 73 Del. Laws, c. 82, § 35; 73 Del. Laws, c. 298, § 12.)

§ 313. Renewal of certificate of incorporation or charter of religious, charitable, educational, etc., corporations.

(a) Every religious corporation, and every purely charitable or educational association, and every company, association or society, which by its certificate of incorporation, had, at the time its certificate of incorporation or charter became void by operation of law, for its object the assistance of sick, needy or disabled members, or the defraying of funeral expenses of deceased members, or to provide for the wants of the widows and families after death of its members, whose certificate of incorporation or charter has become inoperative and void, by operation of § 510 of this title for failure to file annual franchise tax reports required, and for failure to pay taxes or penalties from which it would have been exempt if the reports had been filed, shall be deemed to have filed all the reports and be relieved of all the taxes and penalties, upon satisfactory proof submitted to the Secretary of State of its right to be classified under any of the classifications set out in this subsection, and upon filing with the Secretary of State a certificate of renewal and revival in manner and form as required by § 312 of this title.

(b) Upon the filing by the corporation of the proof of classification as required by subsection (a) of this section, the filing of the certificate of renewal and revival and payment of the required filing 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 be renewed and revived with the same force and effect as provided in § 312(e) of this title for other corporations.

(c) Nothing contained in this section relieves any corporation of any of the classifications set out in subsection (a) of this section from filing the annual report required by § 502 of this title. (8 Del. C. 1953, § 313; 56 Del. Laws, c. 50; 56 Del. Laws, c. 186, § 26; 58 Del. Laws, c. 450, § 8; 70 Del. Laws, c. 587, § 31.)

§ 314. Status of corporation.

Any corporation desiring to renew, extend and continue its corporate existence, shall upon complying with applicable constitutional provisions of this State, continue for the time stated in its certificate of renewal, a corporation and shall, in addition to the rights, privileges and immunities conferred by its charter, possess and enjoy all the benefits of this chapter, which are applicable to the nature of its business, and shall be subject to the restrictions and liabilities by this chapter imposed on such corporations. (8 Del. C. 1953, § 314; 56 Del. Laws, c. 50.)