CHAPTER 315

RELATING TO CORPORATIONS

AN ACT TO AMEND CHAPTER 1, TITLE 8, DELAWARE CODE OF 1953, RELATING TO CORPORATIONS.

Be it enacted by the General Assembly of the State of Delaware (two-thirds of all of the Members elected to each House thereof concurring therein):

Section 1. Subparagraph (1), § 102 (a), Chapter 1, Title 8, Delaware Code of 1953 is amended by striking out said paragraph and inserting in lieu thereof the following:

(1) The name of the corporation, which shall contain one of the words "association", "company", "corporation", "club", "foundation", "incorporated", "institute", "society", "union", "syndicate", or "limited", or one of the abbreviations, "co.", "corp.", "inc.", or "ltd.", or words or abbreviations of like import in other languages (provided they are written in Roman characters or letters), and which shall be such as to distinguish it upon the records in the office of the Secretary of State from the names of other corporations organized under the laws of this State;

Section 2. § 157, Chapter 1, Title 8, Delaware Code of 1953 is amended by striking out all of said section and inserting in lieu thereof the following:

§ 157. Rights and options respecting stock

Subject to any provisions in respect thereof set forth in the certificate of incorporation every corporation may create and issue, whether or not in connection with the issue and sale of any shares of stock or other securities of the corporation, rights or options entitling the holders thereof to purchase from the corporation any shares of its capital stock of any class or classes, such rights or options to be evidenced by or in such instrument or instruments as shall be approved by the board of directors. The terms upon which, the time or times, which may be limited or unlimited in duration, at or within which, and the price or prices at which any such rights or options may be issued and any such shares may be purchased from the corporation upon the exercise of any such right or option shall be such as shall be fixed and stated in the certificate of incorporation or in any amendment thereto, or in a resolution or resolutions adopted by the board of directors providing for the creation and issue of such rights or options, and, in every case, set forth or incorporated by reference in the instrument or instruments evidencing such rights or options. In the absence of actual fraud in the transaction, the judgment of the directors as to the consideration for the issuance of such rights or options and the sufficiency thereof shall be conclusive. In case the shares of stock of the corporation to be issued upon the exercise of such rights or options shall be shares having a par value, the price or prices so to be received therefor shall not be less than the par value thereof. In case the shares of stock so to be issued shall be shares of stock without par value the consideration therefor as to corporations incorporated prior to April 1, 1929, and on or after April 1, 1929, as the case may be, shall be determined in the manner provided in section 153 of this title for the fixing of the consideration for the issue of such stock.

Section 3. § 241, Chapter 1, Title 8, Delaware Code of 1953 is amended by striking out all of said section and inserting in lieu thereof the following:

The incorporators, or the directors if any have been elected and qualified, of any corporation, before the payment of any part of its capital, may file with the Secretary of State an amendment or amendments to its certificate of incorporation, duly signed by the incorporators named in the original certificate of incorporation, or by the directors if any have been elected, and duly acknowledged in the manner required for certificates of incorporation, modifying, changing, or altering its certificate of incorporation in whole or in part.

The Secretary of State shall furnish a certified copy of any such certificate of amendment under his hand and seal of office, and the certified copy shall be recorded in the office of the Recorder of the County in which the original certificate of incorporation was recorded, and upon so filing and recording the same, the certificate of incorporation of said corporation shall be deemed to be amended accordingly as of the date on which the original certificate of incorporation was filed and recorded. Nothing herein contained shall permit the insertion of any matter not in conformity with the provisions of this chapter.

Approved July 8, 1953.