Delaware corporations follow rules for share changes, dissolution, and revival

Some share changes may be made without the otherwise required stockholder vote. These rules cover corporations changing authorized or issued shares of a stock class. A corporation with one outstanding class that is not divided into series may subdivide its issued shares without a vote, unless its certificate of incorporation expressly requires one. An increase or decrease in authorized shares, or combining issued shares, may avoid the otherwise required vote only for a class listed on a national securities exchange that meets the exchange’s minimum-holder rules after the change and passes the specified stockholder votes. These provisions took effect August 1, 2026.

A dissolving corporation must agree to accept legal papers through the Secretary of State for cases enforcing its obligations. This applies when a corporation dissolves and someone brings a case in Delaware to enforce one of its obligations. The corporation must appoint the Secretary of State as its agent and give an address for sending papers. The Secretary may accept electronic service under rules it sets. The person bringing the case must provide duplicate papers, notify the Secretary, and pay the applicable state fee. If that person wins, the fee is included in the case costs. These provisions took effect August 1, 2026. The Secretary of State’s role begins when the dissolution filing takes effect.

A nonstock corporation’s governing body and eligible members must carry out the steps assigned to a board and stockholders when seeking to revive its certificate of incorporation. This applies to nonstock corporations seeking to revive their certificate of incorporation. The governing body performs the steps that a board performs for a corporation with stock. Members entitled to vote for the governing body, and other members entitled to vote on dissolution under the certificate or bylaws, perform stockholder steps, if any. The general stock-corporation revival process applies as nearly as possible, except for subsection (i), and section 313 may provide otherwise. These provisions took effect August 1, 2026.