CHAPTER 163
FORMERLY
SENATE BILL NO. 141
AN ACT TO AMEND TITLE 8 OF THE DELAWARE CODE RELATING TO A PROCEDURE FOR PROVIDING FOR CLAIMS AGAINST A DISSOLVED CORPORATION AND TO CERTAIN FEES AND CHARGES PAYABLE TO THE SECRETARY OF STATE.
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. Amend §281(b), Title 8, Delaware Code by inserting the number "(i)" between the words "title" and "shall" in the first sentence thereof, and by deleting the phrase and all claims which" from the first sentence thereof and inserting in lieu thereof the phrase ", and (ii) shall make such provision as".
Section 2. Amend §312(g), Title 8, Delaware Code by deleting the word "twice" from the first sentence thereof and inserting in lieu thereof the words "three times".
Section 3. Amend §391(a)(2), Title 8, Delaware Code by striking said
subparagraph in its entirety and substituting in lieu thereof the following:
"(2) Upon the receipt for filing of a certificate of amendment of certificate of incorporation, or a certificate of amendment of certificate of incorporation before payment of capital, or a restated certificate of incorporation, increasing the authorized capital stock of a corporation, the tax shall be an amount equal to the difference between the tax computed at the foregoing rates upon the total authorized capital stock of the corporation including the proposed increase, and the tax computed at the foregoing rates upon the total authorized capital stock excluding the proposed increase. In no case shall the amount paid be less than $30."
Section 4. Amend §391(a)(4), Title 8, Delaware Code by striking said
subparagraph in its entirety and substituting in lieu thereof the following:
"(4) Upon the receipt for filing of a certificate of merger or
consolidation of 2 or more corporations, the tax shall be an amount equal to the difference between the tax computed at the foregoing rates upon the total authorized capital stock of the corporation created by the merger or consolidation, and the tax so computed upon the aggregate amount of the total authorized capital stock of the constituent corporations. In no case shall the amount paid be less than $75. The foregoing tax shall be in addition to any tax or fee required under any other law of this State to be paid by any constituent entity that is not a corporation in connection with the filing of the certificate of merger or consolidation."
Section 5. Any corporation of this State that filed a certificate of the type contemplated by §391(a)(2) and/or §391(a)(4) during the period of time from June 18, 1990 through the effective date of this bill which corporation is still in existence under the laws of the State and in good standing with the State may apply to the Secretary of State for a credit against future franchise taxes owing to the State equal to the difference between the tax paid in connection with said filing and the tax calculated under §391(a)(2) and/or §391(a)(4), as the case may be, as amended by this bill. All corporations seeking a credit must apply for the credit prior to April 1, 1992.
Approved July 11, 1991