CHAPTER 467

RELATING TO CORPORATIONS

AN ACT TO AMEND CHAPTER 1, TITLE 8, DELAWARE

CODE, RELATING TO CORPORATIONS.

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

Section 1. § 222, Chapter 1, Title 8, Delaware Code, is amended by adding thereto the following sentence :

Any director may resign at any time upon written notice to the corporation.

Section 2. § 243, Chapter 1, Title 8, Delaware Code, is amended by adding thereto the following paragraph:

(f) Whenever any corporation operated as an investment company shall be obligated, pursuant to its certificate of incorporation, to redeem or repurchase any of its shares at the option of the shareholder, the provisions of this section shall be applicable to all shares so redeemed or repurchased; and such shares may be retired, the capital of the corporation reduced, and such shares restored to the status of authorized and unissued shares, by compliance with the provisions of this section.

Section 3. Paragraph (e), § 244, Chapter 1, Title 8, Delaware Code, is amended by striking out the words "the certificate" in the second line of said paragraph, and inserting in lieu thereof the words "notice of the reduction of capital".

Section 4. Paragraph (b), § 251, Chapter 1, Title 8, Delaware Code, is amended by adding thereto the following sentence:

Any such agreement may provide for the payment of cash in lieu of the issuance of fractional shares of the resulting or surviving corporation.

Section 5. Paragraph (a), § 275, Chapter 1, Title 8, Delaware Code, is amended by striking out the words "within ten days" in the third and fourth lines of said paragraph; said paragraph is further amended by striking out the words "at least three weeks successively, once a week, next" in the tenth and eleventh lines of said paragraph, and inserting in lieu thereof the following words: "at least once, at least ten days".

Section 6. Paragraph (d), § 275, Chapter 1, Title 8, Delaware Code, is amended by adding thereto the following sentence:

The consent filed with the Secretary of State shall have attached to it the affidavit of the Secretary or some other officer of the corporation stating that the consent has been signed by or on behalf of all the stockholders having voting power.

Section 7. Paragraph (b), § 252, Chapter 1, Title 8, Delaware Code, is amended by adding thereto the following sentence:

Any such agreement may provide for the payment of cash in lieu of the issuance of fractional shares of the resulting or surviving corporation.

Section 8. § 161, Chapter 1, Title 8, Delaware Code, is amended by adding thereto the following paragraphs :

(d) No liability under this section or under section 325 shall be asserted more than six (6) years after the issuance of the stock upon which the assessment is sought.

(e) In any action by a receiver or trustee of an insolvent corporation or by a judgment creditor to obtain an assessment under this section, any stockholder of the insolvent corporation may appear and contest the claim or claims of such receiver or trustee.

Section 9. Chapter 1, Title 8, Delaware Code, is amended by adding thereto a new section 353, as follows :

§ 353. (a) Any foreign corporation which shall transact business in this State without having qualified to do business under section 341 of this title shall be deemed to have thereby

appointed and constituted the Secretary of State of this State, its agent for the acceptance of legal process in any civil action, suit, or proceeding against it in any State or Federal Court in this State arising or growing out of any business transacted by it within this State. The transaction of business in this State by such corporation shall be a signification of the agreement of such corporation that any such process when so served shall be of the same legal force and validity as if served upon an authorized officer or agent personally within this State.

(b) In the event of service upon the Secretary of State, it shall be the duty of the Secretary of State forthwith to notify the corporation thereof by registered mail directed to the corporation at the address furnished to the Secretary of State by the plaintiff in such action, suit, or proceeding, accompanied by a copy of the process or other papers served upon him. It shall be the duty of the plaintiff in any action, suit, or proceeding to serve process or other papers in duplicate and to pay to the Secretary of State the sum of Three Dollars ($3.00) for the use of the State, which sum shall be taxed as part of the costs in the action, suit, or proceeding, if the plaintiff shall prevail therein. The Secretary of State shall enter alphabetically in the process book, kept for that purpose, the name of the plaintiff and defendant, the title and docket number of the cause in which process has been served upon him, the return date thereof, and the day and hour when the service was made.

Approved July 18, 1955.