DGCL Amendments

2006 Amendments

Changes Effective 8.01.06

Election of Directors - Majority Voting

DGCL §216

Amendment authorizes stockholders to adopt a by-law
to specify the vote necessary for election of directors (such as a majority vote) that the board cannot
later amend or repeal

DGCL §141(b)

Amendment allows director resignations to become effective upon the happening of a subsequent event
(such as a failure to be elected by a majority vote,
even where a plurality vote would be legally sufficient),
and to make such resignations irrevocable

These changes facilitate adoption of majority voting requirements as an alternative to the default standard of plurality voting provided by DGCL §216

Other amendments

Company name

Board classification

Revises DGCL § 141(d)
See Classified Boards

Foreign company qualification

DGCL § 371(c)

Annual franchise tax reports

Changes to DGCL §§ 502, 503, 510, 511, 514, and 517
Can render a corporate charter void
if a complete franchise tax report isn't filed annually
Delayed effective date

Text of Legislation

2005 Amendments

Changes Effective 8.01.05

Section 141(d)

To provide that the certificate of incorporation may confer greater or lesser voting powers on one or more directors, whether or not such director or directors is or are separately elected by the holders of any class or series of stock
Revised DGCL § 141(d)

Section 158

Authorizes additional signatories for stock certificates
Revised third sentence of DGCL § 158

Section 251(g)

Adds flexibility to effect changes to organizational terms of the surviving entity in a merger
Revised DGCL § 251(g)(7)(ii)

Section 265

To provide for the conversion of an other entity, including a non-Delaware other entity, to a Delaware corporation
Revised DGCL § 265(a)
Added new DGCL § 265(f)
Made other confoming and technical changes to DGCL § 265
Revised DGCL § 265

Section 266

To provide for the conversion of a Delaware corporation to an other entity, including a non-Delaware other entity
Revised DGCL § 266(a)

Section 271

To clarify that property and assets includes property and assets of a subsidiary
Adds DGCL § 271

Section 388

To provide that any non-United States entity may domesticate in Delaware
Revised DGCL § 388

Section 389

To conform to the newly defined terms non-United States entity and foreign jurisdiction added to DGCL § 388
Revised DGCL § 389

Section 390

Create two types of filings under Section 390:

Certificate of transfer when the Delaware corporation is not to continue its existence in Delaware
Certificate of transfer and domestic continuance when the Delaware corporation elects to continue its existence as a Delaware corporation

Text of House Bill 150

Signed by Delaware Governor Minner on 5.17.05
To be effective 8.01.05

Related Topics

Delaware General Corporation Law

Clear Gif