SENATE BILL NO. 635
AN ACT TO AMEND TITLE 8, S391(b) OF THE DELAWARE CODE TO CLARIFY THE AMOUNT OF TAX DUE UPON THE RECEIPT FOR FILING OF AMENDMENTS TO CERTIFICATES OF INCORPORATION INCREASING THE AUTHORIZED CAPITAL STOCK OF A CORPORATION.
BE IT ENACTED BY THE GENERAL ASSEMBLY OF THE STATE OF DELAWARE:
Section 1. Amend subsection (b) of §391, Title 8, Delaware Code, redesignating existing subsection (b) as subsection (b) (1) of said section.
Section 2. Amend subsection (b) of §391, Title 8, Delaware Code, by adding a paragraph (2) to said subsection to read as follows:
"(2) For the purpose of computing the taxes prescribed in subsection (a) (2) and (3) of this section, a certificate of amendment of certificate of incorporation, or an amended certificate of incorporation before payment of capital, or a restated certificate of incorporation, shall be considered as increasing the authorized capital stock of a corporation provided it involves an increase in the number of shares, or an increase In the par value of shares, or a change of shares with par value into shares without par value, or a change of shares without par value into shares with par value, or any combination of two or more of the above changes, and provided further that the tax computed at the rates set forth in subsection (a) (1) of this section upon the total authorized capital stock of the corporation including the proposed change or changes exceeds the tax so computed upon the total authorized stock of the corporation excluding such change or changes."
Approved July 8, 1982.