Section 228 Of The Delaware General Corporation Law

Section 228 is also referred to as the action by written consents of the stockholders or members or the consent of stockholders or members in lieu of meeting.

Section 228 of the delaware general corporation law. Cases codes. Any notice to stockholders given by the corporation under any provision of this chapter the certificate of incorporation or the bylaws shall be effective if given by a form of electronic transmission consented to by the stockholder. When any corporation organized under this chapter shall be dissolved in any manner whatever the court of chancery on application of any creditor stockholder or director of the corporation or any other person who shows good cause therefor at any time may either appoint 1 or more of the directors of the corporation to be trustees or appoint 1 or more persons to be receivers of and for the corporation to take charge of the corporation s property and to collect the debts and property.

Read the code on findlaw explore resources for. 327 8 and 80 del. Merger consolidation or conversion 251 merger or consolidation of domestic corporations for application of this section see 79 del.

Section 228 of the delaware general corporation law details some of the rights of a company s stockholders. Delaware code title 8. If no record date has been fixed by the board of directors the record date for determining stockholders entitled to consent to corporate action without a meeting when no prior action by the board of directors is required by this chapter shall be the first date on which a signed consent setting forth the action taken or proposed to be taken is delivered to the corporation in accordance with 228 d of this title.

Except as may be otherwise provided by the certificate of incorporation this section shall apply to such a corporation and when so applied all references to the board of directors to members thereof and to stockholders shall be deemed to refer to the governing body of the corporation the members thereof and the members of the corporation respectively. General corporation law subchapter viii. 8 de code 228 2012 through 146th gen ass a unless otherwise provided in the certificate of incorporation any action required by this chapter to be taken at any annual or special meeting of stockholders of a corporation or any action which may be taken at any annual or special meeting of such stockholders may be taken without a meeting without prior notice and without a vote if a consent or consents in writing setting forth the action so taken shall be signed.

And all references to stock capital stock or shares thereof shall be deemed to refer to memberships of a nonprofit nonstock. C 1 all corporations incorporated prior to july 1 1996 shall be governed by this paragraph c 1 of this section provided that any such corporation may by a resolution adopted by a majority of the whole board elect to be governed by paragraph c 2 of this section in which case this paragraph c 1 of this section shall not apply to such corporation. Section 228 rules that unless otherwise described in a company s certificate of incorporation shareholders have the right to proceed with any action that would typically be done at a meeting of shareholders but are.

Changes in capital and capital stock 241 amendment of certificate of incorporation before receipt of payment for stock.