CHAPTER 235

137TH GENERAL ASSEMBLY

SENATE BILL NO. 314

AS AMENDED BY SENATE AMENDMENT NO. 1

AN ACT TO AMEND CHAPTER 1, TITLE 8, OF THE DELAWARE CODE RELATING TO GENERAL CORPORATION LAW.

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 Section 103(a)(2)(a), Chapter 1, Title 8, of the Delaware Code by deleting same and replacing said subsection with the following.

"a. By any authorized officer of the corporation; or"

Section 2. Amend Section 103(f), Chapter 1, Title 8, of the Delaware Code by deleting the last sentence of said section and adding the following In lieu thereof:

"In lieu of filing a certificate of correction the instrument may be corrected by filing with the Secretary of State a corrected instrument which shall be executed, acknowledged, filed and recorded in accordance with this section. The corrected instrument shall be specifically designated as such in its heading, shall specify the inaccuracy or defect to be corrected, and shall set forth the entire instrument in corrected form. An instrument corrected in accordance with this section shall be effective as of the date the original instrument was filed, except as to those persons who are substantially and adversely affected by the correction and as to those persons the instrument as corrected shall be effective from the filing date."

Section 3. Amend Section 103(h), Chapter 1, Title 8, of the Delaware Code by inserting after the word "facsimile" the phrase: ", a conformed signature, or an electronically transmitted signature".

Section 4. Amend Section 133, Chapter 1, Title 8, of the Delaware Code, by deleting the following phrase from said section:

"; and, if such new office is located in a county other than that in which the former office was located, a certified copy of such certificate shall also be recorded in the office of the recorder for the county in which such former office was located".

Section 5. Amend Section 25I(c), of Title 8, of the Delaware Code, by deleting the words:

"It shall be recorded In the office of the recorder of the county of this State in which the registered office of each such constituent corporation is located."

and insert in their place the words:

"It shall be recorded in the office of the recorder of deeds of the county of this State in which the registered office of the surviving constituent corporation is located;"

Approved May 27, 1994.