CHAPTER 147 - CORPORATIONS

AN ACT TO AMEND CHAPTER 65 OF THE REVISED CODE Of THE STATE OF DELAWARE RELATING TO CORPORATIONS.

Be it enacted by the Senate and House of Representatives of the State of Delaware in General Assembly net (two-thirds of all members elected to each House concurring therein):

Section 1. That Section 73 of Chapter 65 of the Revised Code of the State of Delaware of 1915, as amended, being Section 1987 of said Code, be and the same is hereby amended by striking out all of said Section 73 and inserting in lieu thereof the following:

Sec. 73. Renewal, Extension and Restoration of Charter; Proceeding For:--Any corporation existing under the laws of this State, may, at any time before the expiration of the time limited for its existence and any corporation existing under the laws of this State whose charter has become inoperative by law for non-payment of taxes and any corporation existing under the laws of this State whose charter has expired by reason of failure to renew the same or whose charter has been renewed, but, through failure to comply strictly with the provisions of this Act, the validity of whose renewal has been brought into question, may at any time procure an extension, restoration, renewal or revival of its charter, together with all the rights, franchises, privileges and immunities and subject to all of its duties, debts, and liabilities which had been secured or imposed by its original charter and all amendments thereto by filing with the Secretary of State a certificate of its last acting president and secretary or treasurer, or other officers to be elected as hereinafter provided, duly sworn or affirmed to by such officers before any person authorized by the laws of this State to administer oaths or affirmations, which certificate shall set forth:

1. The name of the corporation, which name shall be the existing name of the corporation or the name it bore when its charter expired, except as otherwise provided in Section 2 of this Chapter.

2. The name of the city, town or place within the county in which its principal office or place of business is located in this State and the name of its resident agent and, in towns or cities of over Six Thousand (6,000) inhabitants, the street and number of its said principal office or place of business and its said resident agent.

3. Whether or not such renewal, restoration, or revival is to be perpetual and if not perpetual the time for which such renewal, restoration or revival is to continue and, in case of renewal before the expiration of the time limited for its existence, the date when such renewal is to commence which shall be prior to the date of the expiration of the old charter which it is desired to renew.

0. That the corporation desiring to be renewed or revived and so renewing or reviving its charter was duly organized under the laws of the State of Delaware.

The Certificate shall also state as the case may be, the date when the charter of the corporation would expire or such other facts as may show that the charter has become inoperative or void or that the validity of any renewal has been brought into question and that this certificate for renewal or revival is filed by authority of those who were directors or managers of the corporation at the time its charter expired or who were elected directors or managers of said corporation as hereinafter provided. A copy of said certificate, certified by the Secretary of State, shall be recorded in the office of the Recorder of Deeds in and for the county in which the original charter of said corporation was recorded and thereupon the said corporation shall be renewed and revived with the same force and effect as if its charter had not become inoperative and void or had not expired by limitation. Such reinstatement shall validate all contracts, acts, matters and things made, done and performed within the scope of its charter by such corporation, its officers and agents during the time when such charter was inoperative or void or after its expiration by limitation, with the same force and effect and to all intents and purposes as if said charter had at all times remained in full force and effect; and all real and personal property, rights and credits, which were of said corporation at the time its charter became inoperative or void, or expired by limitation and which were not disposed of prior to the time of such revival or renewal shall be vested in such corporation, after such revival and renewal, as fully and amply as they were held by said corporation at and before the time its charter became inoperative or void or expired by limitation and said corporation after such renewal and revival shall be as exclusively liable for all contracts, acts, matters and things made, done or performed in its name and on its behalf by its officers and agents prior to such reinstatement, as if its charter had at all times remained in full force and effect.

If since said charter became inoperative or void for nonpayment of taxes or expired by limitation, any other corporation organized under the laws of the State of Delaware shall have adopted the same name as the corporation sought to be renewed or revived or shall have adopted a name so nearly similar thereto as not to distinguish it from the corporation renewed or revived under the provisions of this section, then, in such case such renewed or revived corporation shall not be renewed under the same name which it bore when its charter became inoperative or void or expired but shall adopt and be renewed under some other name which, under existing law, could be adopted by a corporation formed and organized under the provisions of this act and in such case the certificate to be filed under the provisions of this section shall set forth the name borne by the said corporation at the time its charter became inoperative or void or expired and the new name under which said corporation is to be renewed or revived.

Any corporation seeking to renew or revive its charter under the provisions of this Act shall pay to the State of Delaware, in lieu of and in full satisfaction of all franchise taxes and penalties thereon due the State of Delaware, a sum equal to all franchise taxes and penalties thereon due at the time its charter became inoperative and void for non-payment of taxes, or expired by limitation or otherwise, and shall present to the Secretary of State, together with its certificate of renewal or revival, proof of such payment to the Tax Department of the State of Delaware.

If the last president and secretary or treasurer or the officers performing the functions of said offices or any of them of any such corporation so desiring to renew or revive its charter should be dead at the time of such renewal or should refuse or neglect to act with respect thereto as provided in the first paragraph of this section, the directors of such corporation or the survivors of them, if not less than three, may elect a successor to such officer or officers who are dead or refuse or neglect to act as aforesaid. In any case where there shall be less than three directors of said corporation living or if any of them refuse or neglect to act for the purpose of renewing or reviving the charter the stockholders of such corporation may elect as many directors as may be necessary together with the surviving directors of those who are ready and willing to act to constitute a board of three directors and such board may elect successors to the deceased or the refusing or neglectful officers hereinbefore mentioned. A meeting of the directors of the corporation or of the survivors of them or of the board as elected wholly or partly by the stockholders as provided in this section may be called by the president or any director upon ten (10) days' written notice delivered personally or mailed to the last known post office address of every other director; and a meeting of the stockholders for the purpose of electing directors as aforesaid may be called by the president or by any stockholders upon ten (10) days' written notice delivered or mailed to the last known post office address of every other stockholder. The president and secretary or treasurer or the officers performing the functions of the president and secretary or treasurer so elected may take all steps and do all things necessary and proper to be done for the renewal or revival of the existence of such corporation as hereinbefore provided with the same validity as if performed and done by the last president and secretary or treasurer or the officers performing the functions of said offices of such corporation. And after a renewal or revival of the existence of such corporation shall be effected the then president shall forthwith call a meeting of the stockholders of such corporation upon such notice as is required by the charter or by-laws for a regular meeting thereof and at such meeting the stockholders shall elect a full board of directors which board shall then elect such officers as are provided by law, by the charter or the by-laws to conduct and carry on the business and affairs of the corporation.

Section 2. All acts or parts of acts inconsistent with this act are hereby repealed to the extent of such inconsistency only.

This act shall become effective immediately upon its approval.

Approved April 12, 1935.