DE SB77 | 2011-2012 | 146th General Assembly
Status
Completed Legislative Action
Spectrum: Bipartisan Bill
Status: Passed on July 7 2011 - 100% progression
Action: 2011-07-07 - Signed by Governor
Text: Latest bill text (Draft #1) [HTML]
Spectrum: Bipartisan Bill
Status: Passed on July 7 2011 - 100% progression
Action: 2011-07-07 - Signed by Governor
Text: Latest bill text (Draft #1) [HTML]
Summary
Section 1. This Section amends Section 102 to give the Division of Corporations the discretion to waive the requirement that a corporation’s name contain certain words or abbreviations thereof (such as “incorporated”), if the corporation is both a nonprofit nonstock corporation and an association of professionals. Sections 2 and 16 through 19. These sections amend Sections 102 and 395 to give the Director of the Division of Corporations and the State Bank Commissioner the discretion to waive certain requirements and restrictions that apply when a corporation has the word “trust” in its name, provided that the use of the word “trust” is clearly not purporting to refer to a trust business. Section 2 also includes in 102(a)(1) the restriction on the use of the word “trust” in a corporation’s name so that all statutory name restrictions in Title 8 of the Code are referred to in that section. Sections 16, 17 and 18 also update the statutory reference to the Savings and Loan Holding Company Act, which was moved to section 10 of the Home Owners’ Loan Act. Section 3. This Section amends Section 102 to clarify that, in a certificate of incorporation filed with the Secretary of State, the address of the registered office of the corporation in Delaware must be stated in accordance with Section 131(c). Section 4. This Section amends Section 103 to provide that it is not necessary for a Delaware corporation to amend its certificate of incorporation, or any other document, that has been filed with the Secretary of State prior to August 1, 2011, to comply with new Section 131(c), but that any certificate or other document filed on or after August 1, 2011 and changing the address of a registered office must comply with Section 131(c). Section 5. This Section adds a new subsection (c) to Section 131 providing that, in any certificate of incorporation or other document filed with the Secretary of State, the address of the registered office of the corporation must include the street, number, city, county and postal code. Section 6. The amendment to Section 145(f) clarifies that a right to indemnification or advancement of expenses under a provision of a certificate of incorporation or bylaw cannot be eliminated or impaired by an amendment to the certificate of incorporation or the bylaws after the occurrence of the act or omission to which indemnification or advancement of expenses relates, unless the provision contains, at the time of the act or omission, an explicit authorization of such elimination or limitation. Section 7. This Section amends Section 265 to clarify that the certificate of conversion to corporation and the certificate of incorporation of another entity converting to a Delaware corporation must be filed simultaneously in the office of the Secretary of State and, to the extent such certificates are to have a post-filing effective date or time, such certificates must provide for the same effective date or time. Sections 8 and 9. These Sections amend Section 277 to clarify that before a corporation is dissolved, merged, transferred (without continuing its existence as a Delaware corporation) or converted under Title 8 of the Delaware Code, such corporation must pay all franchise taxes due to or assessable by the State including all franchise taxes due or which would be due or assessable for the entire calendar month during which such dissolution, merger, transfer or conversion becomes effective and such corporation must file all annual franchise tax reports including a final annual franchise tax report for the year in which such dissolution, merger, transfer or conversion becomes effective. Notwithstanding the foregoing, if the Secretary of State certifies that an instrument to affect a dissolution, merger, transfer or conversion has been filed in the Secretary of State’s office, such corporation shall be dissolved, merged, transferred or converted at the effective time of such instrument. Sections 10 through 12. The amendments to Section 313 are intended to conform Section 313 to Section 501(b) which was amended in 2010 to adopt the definition of “exempt corporation” for those corporations not subject to paying franchise taxes. Section 13. This Section amends Section 374 to clarify that, in an annual report of a foreign corporation filed with the Secretary of State, the address of the registered office of the foreign corporation in Delaware must be stated in accordance with new Section 131(c). Section 14. This Section amends Section 388 to clarify that the certificate of corporate domestication and the certificate of incorporation of a non-United States entity domesticating to Delaware as a Delaware corporation must be filed simultaneously with the Secretary of State and, to the extent such certificates are to have a post-filing effective date or time, such certificates must provide for the same effective date or time. Section 15. The amendments to Section 391 are intended to conform Section 391 to Section 501(b) which was amended in 2010 to adopt the definition of “exempt corporation” for those corporations not subject to paying franchise taxes. Sections 20 and 21. These Sections amend Section 501 to clarify that captive insurance companies licensed under chapter 69 of Title 18 are not required to pay annual franchise taxes and to clarify that the definition of “exempt corporation” includes a religious corporation or purely charitable or educational association, and a company, association or society, which, by its certificate of incorporation, has 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. Section 22. This Section provides for an effective date for the amendments of August 1, 2011.
Title
An Act To Amend Title 8 Of The Delaware Code Relating To The General Corporation Law.
Sponsors
| Sen. Patricia Blevins [D] | Rep. George [?] |
Roll Calls
2011-06-23 - House - House Third Reading (Y: 41 N: 0 NV: 0 Abs: 0) [PASS]
2011-06-02 - Senate - Senate Third Reading (Y: 20 N: 0 NV: 0 Abs: 1) [PASS]
2011-06-02 - Senate - Senate Third Reading (Y: 20 N: 0 NV: 0 Abs: 1) [PASS]
History
| Date | Chamber | Action |
|---|---|---|
| 2011-07-07 | Signed by Governor | |
| 2011-06-23 | Passed by House of Representatives. Votes: Passed 41 YES 0 NO 0 NOT VOTING 0 ABSENT 0 VACANT | |
| 2011-06-15 | Reported Out of Committee (JUDICIARY) in House with 8 On Its Merits | |
| 2011-06-07 | Introduced and Assigned to Judiciary Committee in House | |
| 2011-06-02 | Passed by Senate. Votes: Passed 20 YES 0 NO 0 NOT VOTING 1 ABSENT 0 VACANT | |
| 2011-06-01 | Reported Out of Committee (JUDICIARY) in Senate with 4 On Its Merits | |
| 2011-05-05 | Assigned to Judiciary Committee in Senate |
