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DGCL Quick Finder
§§ 101-111
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Sec. | I. Formation |
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101 | Incorporators; how corporation formed; purposes |
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102 | Contents of certificate of incorporation |
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103 | Execution, acknowledgment, filing, recording... |
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104 | Certificate of incorporation; definition... |
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105 | Certificate of incorporation and other... |
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106 | Commencement of corporate existence |
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107 | Powers of incorporators |
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108 | Organization meeting of incorporators or... |
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109 | Bylaws |
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110 | Emergency bylaws
& other powers in emergency |
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111 | Jurisdiction to interpret, apply, enforce or... |
§§ 121-127
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Sec. | II. Powers |
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121 |
General powers |
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122 | Specific powers |
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123 | Powers respecting securities of other corporations... |
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124 |
Effect of lack of corporate capacity or power... |
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125 | Conferring academic or honorary degrees |
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126 | Banking power denied |
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127 | Private foundation; powers and duties |
§§ 131-136
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Sec. |
III. Registered Office and Registered Agent |
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131 |
Registered office in State; principal office or place... |
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132 |
Registered agent in State; resident agent |
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133 | Change of location of registered office; change of... |
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134 | Change of address or name of registered agent |
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135 | Resignation of registered agent coupled with... |
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136 | Resignation of registered agent not coupled with... |
§§ 141-146
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Sec. |
IV. Directors and Officers |
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141 |
Board of directors; powers; number, qualifications... |
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142 | Officers; titles, duties, selection, term; failure to... |
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143 | Loans to employees and officers; guaranty of... |
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144 | Interested directors; quorum |
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145 | Indemnification of officers, directors, employees... |
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146 | Submission of matters for stockholder vote |
§§ 151-174
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Sec. | V. Stock and Dividends |
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151 | Classes and series of stock; redemption; rights. |
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152 | Issuance of stock; lawful consideration; fully paid... |
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153 | Consideration for stock |
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154 |
Determination of amount of capital; capital... |
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155 | Fractions of shares |
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156 | Partly paid shares |
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157 | Rights and options respecting stock |
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158 | Stock certificates; uncertificated shares |
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159 | Shares of stock; personal property, transfer
and... |
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160 |
Corporation's powers respecting ownership, voting... |
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161 | Issuance of additional stock; when and by whom |
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162 | Liability of stockholder or subscriber for stock not... |
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163 | Payment for stock not paid in full |
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164 | Failure to pay for stock; remedies |
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165 | Revocability of preincorporation subscriptions |
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166 | Formalities required of stock subscriptions |
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167 | Lost, stolen or destroyed stock certificates... |
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168 | Judicial proceedings to compel issuance of new... |
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169 | Situs of ownership of stock |
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170 | Dividends; payment; wasting asset corporations |
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171 | Special purpose reserves |
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172 | Liability of directors and committee members as to... |
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173 | Declaration and payment of dividends |
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174 | Liability of directors for unlawful payment of... |
§§ 201-203
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Sec. | VI. Stock Transfers |
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201 | Transfer of stock, stock certificates and... |
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202 | Restrictions on transfer and ownership of securities |
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203 | Business combinations with interested stockholders |
§§ 211-233
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Sec. | VII. Meetings, Elections,
Voting and Notice |
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211 | Meetings of stockholders |
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212 | Voting rights of stockholders; proxies; limitations |
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213 |
Fixing date for determination of stockholders of record |
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214 | Cumulative voting |
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215 | Voting rights of members of nonstock corporations... |
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216 | Quorum and required vote for stock corporations |
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217 | Voting rights of fiduciaries, pledgors and joint... |
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218 | Voting trusts and other voting agreements |
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219 | List of stockholders entitled to vote; penalty for... |
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220 | Inspection of books and records |
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221 | Voting, inspection and other rights of bondholders... |
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222 | Notice of meetings and adjourned meetings |
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223 | Vacancies and newly created directorships |
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224 | Form of records |
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225 | Contested election of directors; proceedings to... |
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226 |
Appointment of custodian or receiver of... |
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227 | Powers of Court in elections of directors |
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228 | Consent of stockholders or members in lieu of meeting |
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229 | Waiver of notice |
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230 | Exception to requirements of notice |
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231 | Voting procedures and inspectors of elections |
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232 | Notice by electronic transmission |
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233 | Notice to stockholders sharing an address |
§§ 241-246
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Sec. | VIII. Amendment of Certificate of Incorporation;
Changes in Capital and Capital Stock |
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241 | Amendment of certificate of incorporation before... |
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242 | Amendment of certificate of incorporation after... |
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243 | Retirement of stock |
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244 | Reduction of capital |
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245 | Restated certificate of incorporation |
§§ 251-266
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Sec. | IX. Merger, Consolidation or
Conversion |
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251 | Merger or consolidation of domestic corporations... |
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252 | Merger or consolidation of domestic and foreign... |
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253 | Merger of parent corporation and subsidiary or... |
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254 | Merger or consolidation of domestic corporation... |
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255 | Merger or consolidation of domestic nonstock... |
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256 | Merger or consolidation of domestic and foreign... |
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257 | Merger or consolidation of domestic stock and... |
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258 | Merger or consolidation of domestic and foreign... |
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259 | Status, rights, liabilities, of constituent and... |
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260 | Powers of corporation surviving or resulting from... |
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261 | Effect of merger upon pending actions |
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262 | Appraisal rights |
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263 | Merger or consolidation of domestic corporation |
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264 |
Merger or consolidation of domestic corporation ... |
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265 | Conversion of other entities to a domestic corporation |
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266 | Conversion of a domestic corporation to other entities |
§§ 271-285
SEC_CODE_REF_0090001192884
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Sec. | X. Sale of Assets,
Dissolution and Winding Up |
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271 | Sale, lease or exchange of assets; consideration... |
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272 | Mortgage or pledge of assets |
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273 |
Dissolution of joint venture corporation having 2... |
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274 | Dissolution before issuance of shares or beginning... |
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275 | Dissolution generally; procedure |
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276 | Dissolution of nonstock corporation; procedure |
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277 | Payment of franchise taxes before dissolution or... |
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278 | Continuation of corporation after dissolution for... |
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279 | Trustees or receivers for dissolved corporations... |
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280 | Notice to claimants; filing of claims |
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281 |
Payment and distribution to claimants & stockholders |
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282 |
Liability of stockholders of dissolved corporations |
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283 | Jurisdiction |
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284 | Revocation or forfeiture of charter; proceedings |
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285 | Dissolution or forfeiture of charter by decree of... |
§§ 291-303
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Sec. | XI. Insolvency; Receivers
and Trustees |
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291 |
Receivers for insolvent corporations; appointment... |
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292 | Title to property; filing order of appointment... |
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293 | Notices to stockholders and creditors |
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294 |
Receivers or trustees; inventory; list of debts... |
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295 | Creditors' proofs of claims; when barred; notice |
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296 | Adjudication of claims; appeal |
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297 | Sale of perishable or deteriorating property |
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298 | Compensation, costs
and expenses of receiver or... |
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299 | Substitution of trustee or receiver as party... |
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300 | Employee's lien for wages when corporation insolvent |
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301 | Discontinuance of liquidation |
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302 | Compromise or arrangement between corporation... |
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303 | Proceeding under the Federal Bankruptcy Code of... |
§§ 311-314
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Sec. | XII. Renewal, Revival, Extension and Restoration of
Certificate of Incorporation or Charter |
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311 | Revocation of voluntary dissolution |
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312 | Renewal, revival, extension and restoration of... |
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313 | Renewal of certificate of incorporation or charter... |
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314 | Status of corporation |
§§ 321-330
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Sec. | XIII. Suits Against
Corporations, Directors,
Officers or Stockholders |
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321 | Service of process on corporations |
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322 | Failure of corporation to obey order of court... |
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323 |
Failure of corporation to obey writ of mandamus... |
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324 | Attachment of shares of stock or any option, right... |
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325 | Actions against officers, directors or stockholders... |
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326 | Action by officer, director or stockholder against... |
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327 | Stockholder's derivative action; allegation of stock... |
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328 | Effect of liability of corporation on impairment of... |
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329 | Defective organization of corporation as defense |
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330 | Usury; pleading by corporation |
§§ 341-356
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Sec. | XIV. Close Corporations;
Special Provisions |
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341 | Law applicable to close corporation |
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342 | Close corporation defined; contents of certificate... |
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343 |
Formation of a close corporation |
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344 | Election of existing corporation to become a close... |
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345 | Limitations on continuation of close corporation... |
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346 | Voluntary termination of close corporation status... |
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347 |
Issuance or transfer of stock of a close... |
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348 | Involuntary termination of close corporation status... |
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349 | Corporate option where a restriction on transfer of... |
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350 | Agreements restricting discretion of directors |
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351 | Management by stockholders |
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352 | Appointment of custodian for close corporation |
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353 | Appointment of a provisional director in certain cases |
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354 | Operating corporation as partnership |
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355 | Stockholders' option to dissolve corporation |
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356 | Effect of this subchapter on other laws |
§§ 371-385
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Sec. | XV. Foreign Corporations |
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371 | Definition; qualification to do business in State... |
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372 | Additional requirements in case of change of name |
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373 | Exceptions to requirements |
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374 | Annual report |
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375 | Failure to file report |
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376 | Service of process upon qualified foreign corporations |
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377 | Change of registered agent |
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378 | Penalties for noncompliance |
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379 | Banking powers denied |
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380 | Foreign corporation as fiduciary in this State |
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381 | Withdrawal of foreign corporation from State... |
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382 | Service of process on nonqualifying foreign... |
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383 | Actions by and against unqualified foreign... |
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384 | Foreign corporations doing business without having... |
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385 |
Filing of certain instruments with Recorder of... |
§§ 388-390
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Sec. | XVI. Domestication and
Transfer |
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388 | Domestication of non-United States corporations |
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389 | Temporary transfer of domicile into this State |
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390 | Transfer or continuance of domestic corporations |
§§ 391-398
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Sec. |
XVII. Miscellaneous Provisions |
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391 |
Taxes and fees payable to Secretary of State... |
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392 | Reserved |
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393 |
Rights, liabilities and duties under prior statutes |
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394 | Reserved power of State to amend or repeal... |
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395 | Corporations using "trust" in name, advertisements... |
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396 | Publication of chapter by Secretary of State... |
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397 |
Penalty for unauthorized publication of chapter |
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398 | Short title |
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