TITLE 8

Corporations

CHAPTER 1. GENERAL CORPORATION LAW

Subchapter XVII. Miscellaneous Provisions

§ 391. Taxes and fees payable to Secretary of State upon

filing certificate or other paper.

(a) The following taxes and fees shall be collected by and paid

to the Secretary of State, for the use of the State:

(1) Upon the receipt for filing of an original certificate of

incorporation, the tax shall be computed on the basis of 2 cents

for each share of authorized capital stock having par value up to

and including 20,000 shares, 1 cent for each share in excess of

20,000 shares up to and including 200,000 shares, and twofifths

of a cent for each share in excess of 200,000 shares; 1

cent for each share of authorized capital stock without par value

up to and including 20,000 shares, one-half of a cent for each

share in excess of 20,000 shares up to and including 2,000,000

shares, and two-fifths of a cent for each share in excess of

2,000,000 shares. In no case shall the amount paid be less than

$15. For the purpose of computing the tax on par value stock

each $100 unit of the authorized capital stock shall be counted

as 1 taxable share.

(2) Upon the receipt for filing of a certificate of

amendment of certificate of incorporation, or a certificate of

amendment of certificate of incorporation before payment of

capital, or a restated certificate of incorporation, increasing the

authorized capital stock of a corporation, the tax shall be an

amount equal to the difference between the tax computed at

the foregoing rates upon the total authorized capital stock of the

corporation including the proposed increase, and the tax

computed at the foregoing rates upon the total authorized

capital stock excluding the proposed increase. In no case shall

the amount paid be less than $30.

(3) Upon the receipt for filing of a certificate of

amendment of certificate of incorporation before payment of

capital and not involving an increase of authorized capital stock,

or an amendment to the certificate of incorporation not

involving an increase of authorized capital stock, or a restated

certificate of incorporation not involving an increase of

authorized capital stock, or a certificate of retirement of stock,

the tax to be paid shall be $30. For all other certificates relating

to corporations, not otherwise provided for, the tax to be paid

shall be $5. In case of corporations created solely for religious

or charitable purposes no tax shall be paid.

(4) Upon the receipt for filing of a certificate of merger or

consolidation of 2 or more corporations, the tax shall be an

amount equal to the difference between the tax computed at

the foregoing rates upon the total authorized capital stock of the

corporation created by the merger or consolidation, and the tax

so computed upon the aggregate amount of the total authorized

capital stock of the constituent corporations. In no case shall

the amount paid be less than $75. The foregoing tax shall be in

addition to any tax or fee required under any other law of this

State to be paid by any constituent entity that is not a

corporation in connection with the filing of the certificate of

merger or consolidation.

(5) Upon the receipt for filing of a certificate of

dissolution, there shall be paid to and collected by the Secretary

of State a tax of:

a. Forty dollars ($40); or

b. Ten dollars ($10) in the case of a certificate of

dissolution which certifies that:

1. The corporation has no assets and has ceased transacting

business; and

2. The corporation, for each year since its incorporation in this

State, has been required to pay only the minimum franchise tax

then prescribed by § 503 of this title; and

3. The corporation has paid all franchise taxes and fees due to

or assessable by this State through the end of the year in which

said certificate of dissolution is filed.

(6) Upon the receipt for filing of a certificate or other

paper of surrender and withdrawal from the State by a foreign

corporation, there shall be collected by and paid to the

Secretary of State a tax of $10.

(7) For receiving and filing and/or indexing any

certificate, affidavit, agreement or any other paper provided for

by this chapter, for which no different fee is specifically

prescribed, a fee of $50 in each case shall be paid to the

Secretary of State. The fee in the case of a certificate of

incorporation filed as required by § 102 of this title shall be $25.

For entering information from each instrument into the

Delaware Corporation Information System in accordance with §

103(c)(7) of this title, the fee shall be $5.

a. A certificate of dissolution which meets the

criteria stated in paragraph (5)b. of this subsection shall not be

subject to such fee; and

b. A certificate of incorporation filed in accordance

with § 102 of this title shall be subject to a fee of $25.

(8) For receiving and filing and/or indexing the annual

report of a foreign corporation doing business in this State, a

fee of $60 shall be paid. In the event of neglect, refusal or

failure on the part of any foreign corporation to file the annual

report with the Secretary of State on or before the 30th day of

June each year, the corporation shall pay a penalty of $100.

(9) For recording and indexing articles of association and

other papers required by this chapter to be recorded by the

Secretary of State, a fee computed on the basis of 1 cent a line

shall be paid.

(10) For certifying copies of any paper on file provided

by this chapter, a fee of $30 shall be paid for each copy

certified. In addition, a fee of $2 per page shall be paid in each

instance where the Secretary of State provides the copies of the

document to be certified.

(11) For issuing any certificate of the Secretary of State

other than a certification of a copy under paragraph (10) of this

subsection, or a certificate that recites all of a corporation's

filings with the Secretary of State, a fee of $30 shall be paid for

each certificate. For issuing any certificate of the Secretary of

State that recites all of a corporation's filings with the Secretary

of State, a fee of $125 shall be paid for each certificate.

(12) For filing in the office of the Secretary of State any

certificate of change of location or change of registered agent,

as provided in § 133 of this title, there shall be collected by and

paid to the Secretary of State a fee of $50, plus the same fees

for receiving, filing, indexing, copying and certifying the same

as are charged in the case of filing a certificate of incorporation.

(13) For filing in the office of the Secretary of State any

certificate of change of address or change of name of registered

agent, as provided in § 134 of this title, there shall be collected

by and paid to the Secretary of State a fee of $50, plus the

same fees for receiving, filing, indexing, copying and certifying

the same as are charged in the case of filing a certificate of

incorporation.

(14) For filing in the office of the Secretary of State any

certificate of resignation of a registered agent and appointment

of a successor, as provided in § 135 of this title, there shall be

collected by and paid to the Secretary of State a fee of $50 and

a further fee of $2 for each corporation whose registered agent

is changed by such certificate.

(15) For filing in the office of the Secretary of State, any

certificate of resignation of a registered agent without

appointment of a successor, as provided in §§ 136 and 377 of

this title, there shall be collected by and paid to the Secretary of

State a fee of $2.50 for each corporation whose registered

agent has resigned by such certificate.

(16) For preparing and providing a written report of a

record search, a fee of $30 shall be paid.

(17) For preclearance of any document for filing, a fee of

$250 shall be paid.

(18) For receiving and filing and/or indexing an annual

franchise tax report of a corporation provided for by § 502 of

this title, a fee of $25 shall be paid.

(19) For receiving and filing and/or indexing by the

Secretary of State of a certificate of domestication and

certificate of incorporation prescribed in § 388(d) of this title, a

fee of $100, plus the tax and fee payable upon the receipt for

filing of an original certificate of incorporation, shall be paid.

(20) For receiving, reviewing and filing and/or indexing

by the Secretary of State of the documents prescribed in §

389(c) of this title, a fee of $10,000 shall be paid.

(21) For receiving, reviewing and filing and/or indexing

by the Secretary of State of the documents prescribed in §

389(d) of this title, an annual fee of $2,500 shall be paid.

(22) Except as provided in this section, the fees of the

Secretary of State shall be as provided for in § 2315 of Title 29.

(23) In the case of nonstock corporations and of

religious, charitable or other nonprofit corporations organized

under the laws of the State, the total fees payable to the

Secretary of State upon the filing of a Certificate of Change of

Registered Agent and/or Registered Office shall be $5.

(24) For accepting a corporate name reservation via

telephone, mail or hand delivery, there shall be collected by and

paid to the Secretary of State a fee of $10.

(25) For receiving and filing and/or indexing by the

Secretary of State of a certificate of transfer or a certificate of

continuance prescribed in § 390 of this title, a fee of $1,000

shall be paid.

(26) For receiving and filing and/or indexing by the

Secretary of State of a certificate of conversion and certificate of

incorporation prescribed in § 265 of this title, a fee of $50, plus

the tax and fee payable upon the receipt for filing of an original

certificate of incorporation, shall be paid.

(27) For receiving and filing and/or indexing by the

Secretary of State of a certificate of conversion prescribed in §

266 of this title, a fee of $100 shall be paid.

(b)(1) For the purpose of computing the taxes prescribed in

paragraphs (1), (2) and (4) of subsection (a) of this section the

authorized capital stock of a corporation shall be considered to

be the total number of shares which the corporation is

authorized to issue, whether or not the total number of shares

that may be outstanding at any one time be limited to a less

number.

(2) For the purpose of computing the taxes prescribed in

paragraphs (2) and (3) of subsection (a) of this section, a

certificate of amendment of certificate of incorporation, or an

amended certificate of incorporation before payment of capital,

or a restated certificate of incorporation, shall be considered as

increasing the authorized capital stock of a corporation provided

it involves an increase in the number of shares, or an increase

in the par value of shares, or a change of shares with par value

into shares without par value, or a change of shares without par

value into shares with par value, or any combination of 2 or

more of the above changes, and provided further that the tax

computed at the rates set forth in paragraph (1) of subsection

(a) of this section upon the total authorized capital stock of the

corporation including the proposed change or changes exceeds

the tax so computed upon the total authorized stock of the

corporation excluding such change or changes.

(c) The Secretary of State may issue photocopies or electronic

image copies of instruments on file, as well as instruments,

documents and other papers not on file, and for all such

photocopies or electronic image copies which are not certified by

the Secretary of State, a fee of $10 shall be paid for the first

page and $2 for each additional page. The Secretary of State

may also issue microfiche copies of instruments on file as well

as instruments, documents and other papers not on file, and for

each such microfiche a fee of $2 shall be paid therefor.

Notwithstanding Delaware's Freedom of Information Act or other

provision of this Code granting access to public records, the

Secretary of State shall issue only photocopies, microfiche or

electronic image copies of records in exchange for the fees

described above.

(d) No fees for the use of the State shall be charged or

collected from any corporation incorporated for the drainage

and reclamation of lowlands or for the amendment or renewal of

the charter of such corporation.

(e) The Secretary of State may in the Secretary of State's

discretion permit the extension of credit for the taxes or fees

required by this section upon such terms as the Secretary of

State shall deem to be appropriate.

(f) The Secretary of State shall retain from the revenue

collected from the taxes or fees required by this section a sum

sufficient to provide at all times a fund of at least $500, but not

more than $1,500, from which the Secretary of State may

refund any payment made pursuant to this section to the extent

that it exceeds the taxes or fees required by this section. The

fund shall be deposited in the financial institution which is the

legal depository of state moneys to the credit of the Secretary

of State and shall be disbursable on order of the Secretary of

State.

(g) The Secretary of State may in the Secretary of State's

discretion charge a fee of $60 for each check received for

payment of any fee or tax under Chapter 1 or Chapter 6 of this

title that is returned due to insufficient funds or as the result of

a stop payment order.

(h) In addition to those fees charged under subsections (a)

and (c) of this section, there shall be collected by and paid to

the Secretary of State the following:

(1) For all services described in subsections (a) and (c)

of this section that are requested to be completed within 1 hour

on the same day as the day of the request, an additional sum of

up to $1,000 and for all services described in subsections (a)

and (c) of this section that are requested to be completed within

2 hours on the same day as the day of the request, an

additional sum of up to $200; and

(2) For all services described in subsections (a) and (c)

of this section that are requested to be completed within the

same day as the day of the request, an additional sum of up to

$200; and

(3) For all services described in subsections (a) and (c)

of this section that are requested to be completed within a 24-

hour period from the time of the request, an additional sum of

up to $100.

The Secretary of State shall establish (and may from time to

time alter or amend) a schedule of specific fees payable

pursuant to this subsection.

(i) A domestic corporation or a foreign corporation

registered to do business in this State that files with

the Secretary of State any instrument or certificate,

and in connection therewith, neglects, refuses or fails

to pay any fee or tax under Chapter 1 or Chapter 6

of this title shall, after written demand therefor by

the Secretary of State by mail addressed to such

domestic corporation or foreign corporation in care of

its registered agent in this State, cease to be in good

standing as a domestic corporation or registered as a

foreign corporation in this State on the 90th day

following the date of mailing of such demand, unless

such fee or tax and, if applicable, the fee provided

for in subsection (g) of this section are paid in full

prior to the 90th day following the date of mailing of

such demand. A domestic corporation that has

ceased to be in good standing or a foreign

corporation that has ceased to be registered by

reason of the neglect, refusal or failure to pay any

such fee or tax shall be restored to and have the

status of a domestic corporation in good standing or

a foreign corporation that is registered in this State

upon the payment of the fee or tax which such

domestic corporation or foreign corporation

neglected, refused or failed to pay together with the

fee provided for in subsection (g) of this section, if

applicable. The Secretary of State shall not accept

for filing any instrument authorized to be filed with

the Secretary of State under this title in respect of

any domestic corporation that is not in good standing

or any foreign corporation that has ceased to be

registered by reason of the neglect, refusal or failure

to pay any such fee or tax, and shall not issue any

certificate of good standing with respect to such

domestic corporation or foreign corporation, unless

and until such domestic corporation or foreign

corporation shall have been restored to and have the

status of a domestic corporation in good standing or

a foreign corporation duly registered in this State. (8

Del. C. 1953, § 391; 56 Del. Laws, c. 50; 56 Del.

Laws, c. 186, § 31; 57 Del. Laws, c. 150, §§ 1-8; 57

Del. Laws, c. 421, § 14; 58 Del. Laws, c. 235, §§ 8,

9; 58 Del. Laws, c. 450, § 9; 59 Del. Laws, c. 106, §

18; 61 Del. Laws, c. 79, § 1; 62 Del. Laws, c. 356;

63 Del. Laws, c. 376, §§ 1, 2; 64 Del. Laws, c. 112,

§§ 65-67; 64 Del. Laws, c. 317, § 4(a)-(h); 64 Del.

Laws, c. 321, § 4; 65 Del. Laws, c. 127, § 12; 65

Del. Laws, c. 234, § 2; 66 Del. Laws, c. 352, §§ 13,

14; 67 Del. Laws, c. 99, § 1; 67 Del. Laws, c. 190,

§§ 11, 12; 67 Del. Laws, c. 229, §§ 2-11; 67 Del.

Laws, c. 363, § 1; 68 Del. Laws, c. 163, §§ 3, 4; 68

Del. Laws, c. 246, §§ 1-3; 69 Del. Laws, c. 52, § 1;

69 Del. Laws, c. 221, §§ 2, 3; 69 Del. Laws, c. 245,

§ 1; 70 Del. Laws, c. 79, § 21; 70 Del. Laws, c. 186,

§ 1; 70 Del. Laws, c. 587, §§ 34, 35; 71 Del. Laws,

c. 120, §§ 30, 31; 71 Del. Laws, c. 339, §§ 89-91;

72 Del. Laws, c. 123, § 12; 74 Del. Laws, c. 9, §§ 8,

9; 74 Del. Laws, c. 51, §§ 1-9; 74 Del. Laws, c. 118,

§ 2.)

§ 392. ›Reserved.|.

§ 393. Rights, liabilities and duties under prior statutes.

All rights, privileges and immunities vested or accrued by and

under any laws enacted prior to the adoption or amendment of

this chapter, all suits pending, all rights of action conferred, and

all duties, restrictions, liabilities and penalties imposed or

required by and under laws enacted prior to the adoption or

amendment of this chapter, shall not be impaired, diminished or

affected by this chapter. (8 Del. C. 1953, § 393; 56 Del. Laws,

c. 50.)

§ 394. Reserved power of State to amend or repeal chapter;

chapter part of corporation's charter or certificate of

incorporation.

This chapter may be amended or repealed, at the pleasure of

the General Assembly, but any amendment or repeal shall not

take away or impair any remedy under this chapter against any

corporation or its officers for any liability which shall have been

previously incurred. This chapter and all amendments thereof

shall be a part of the charter or certificate of incorporation of

every corporation except so far as the same are inapplicable

and inappropriate to the objects of the corporation. (8 Del. C.

1953, § 394; 56 Del. Laws, c. 50.)

§ 395. Corporations using "trust" in name, advertisements

and otherwise; restrictions; violations and penalties;

exceptions.

(a) Every corporation of this State using the word "trust" as

part of its name, except a corporation regulated under the Bank

Holding Company Act of 1956, 12 U.S.C. § 1841 et seq., or the

Savings and Loan Holding Company Act, 12 U.S.C. § 1730a et

seq., as those statutes shall from time to time be amended,

shall be under the supervision of the State Bank Commissioner

of this State and shall make not less than 2 reports during each

year to the Commissioner, according to the form which shall be

prescribed by the Commissioner, verified by the oaths or

affirmations of the president or vice-president, and the

treasurer or secretary of the corporation, and attested by the

signatures of at least 3 directors.

(b) No corporation of this State shall use the word "trust" as

part of its name, except a corporation reporting to and under

the supervision of the State Bank Commissioner of this State or

a corporation regulated under the Bank Holding Company Act of

1956, 12 U.S.C. § 1841 et seq., or the Savings and Loan

Holding Company Act, 12 U.S.C. § 1730a et seq., as those

statutes shall from time to time be amended. The name of any

such corporation shall not be amended so as to include the word

"trust" unless such corporation shall report to and be under the

supervision of the Commissioner, or unless it is regulated under

the Bank Holding Company Act of 1956 or the Savings and Loan

Holding Company Act.

(c) No corporation of this State, except corporations reporting

to and under the supervision of the State Bank Commissioner of

this State or corporations regulated under the Bank Holding

Company Act of 1956, 12 U.S.C. § 1841 et seq., or the Savings

and Loan Holding Company Act, 12 U.S.C. § 1730a et seq., as

those statutes shall from time to time be amended, shall

advertise or put forth any sign as a trust company, or in any

way solicit or receive deposits or transact business as a trust

company, or use the word "trust" as a part of such corporation's

name. (8 Del. C. 1953, § 395; 56 Del. Laws, c. 50; 59 Del.

Laws, c. 443, § 1; 64 Del. Laws, c. 112, § 68; 71 Del. Laws, c.

339, §§ 92, 93; 73 Del. Laws, c. 298, §§ 13, 14.)

§ 396. Publication of chapter by Secretary of State;

distribution.

The Secretary of State may have printed, from time to time

as the Secretary of State deems necessary, pamphlet copies of

this chapter, and the Secretary of State shall dispose of the

copies to persons and corporations desiring the same for a sum

not exceeding the cost of printing. The money received from the

sale of the copies shall be disposed of as are other fees of the

office of the Secretary of State. Nothing in this section shall

prevent the free distribution of single pamphlet copies of this

chapter by the Secretary of State, for the printing of which

provision is made from time to time by joint resolution of the

General Assembly. (8 Del. C. 1953, § 396; 56 Del. Laws, c. 50;

71 Del. Laws, c. 339, § 94.)

§ 397. Penalty for unauthorized publication of chapter.

Whoever prints or publishes this chapter without the authority

of the Secretary of State of this State, shall be fined not more

than $500 or imprisoned not more than 3 months, or both. (8

Del. C. 1953, § 397; 56 Del. Laws, c. 50.)

§ 398. Short title.

This chapter shall be known and may be identified and

referred to as the "General Corporation Law of the State of

Delaware." (8 Del. C. 1953, § 398; 56 Del. Laws, c. 50.)

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