CHAPTER 171

FORMERLY

SENATE BILL NO. 199 AS AMENDED BY SENATE AMENDMENT NO. 1

AN ACT TO AMEND TITLE 11 OF THE DELAWARE CODE RELATING TO THE REGISTRATION OF FOREIGN CORPORATIONS.

BE IT ENACTED BY THE GENERAL ASSEMBLY OF THE STATE OF DELAWARE (Three-fifths of all members elected to each House thereof concurring therein)"

Section 1.

Section 1510 of Title II of the Delaware Code shall be repealed in its entirety, and any interest in real property, as defined in II Del. C. §I502(10), otherwise adversely affected by the provisions of § 1510 of Title II of the Delaware Code, as in effect prior hereto, shall be deemed valid ab initio, as if said §1510 had never been enacted.

Section 2.

Add a new Section 1510 of Title 11 of the Delaware Code as follows: §1510 Registration of foreign corporations.

(a) Each foreign corporation desiring to acquire of record any real property shall have, prior to acquisition, and shall continuously maintain in this State during any year thereafter in which such real property is owned by the corporation:

(1 ) A registered office; and

(2) A registered agent, which agent may be either:

(a) An individual resident in this State, whose business office is identical with such registered office; or

(b) Another corporation authorized to transact business in this State, having a business office identical with such registered office.

A foreign corporation that, prior to acquisition of any real property in this State, complies with the requirements of §371 of Title 8 and thereafter continuously maintains a registered agent in this State for the purposes of that section shall be deemed to have complied with the requirements of this subsection.

(b) Each foreign corporation shall file with the Secretary of State on or before the 30th day of June of each year, a sworn report on such forms as the Secretary of State shall prescribe, setting forth:

(1) The name of such corporation;

(2) The street address and the principal office of such corporation;

(3) The name and street address of the registered agent and registered office of such corporation; and

(4) The signature of the corporate president, vice-president, secretary, assistant secretary or treasurer attesting to the accuracy of the report as of the date immediately preceding filing of the report.

A foreign corporation that complies with §374 of Title 8 by filing the annual report as required by that section shall be deemed to have complied with this subsection.

(c) Each foreign corporation which fails to comply with subsections (a) and (b) of this section shall not be entitled to sue or to defend in the courts of the State, until such corporation has a registered agent and registered office pursuant to subsection (a) of this section (or until such corporation registers with the Secretary of State pursuant to §371 of Title 8) and complies with subsection (b) of this section by filing a report pursuant to such subsection (or pursuant to 6374 of Title 8).

(d) The filing of a report by a corporation as required by this section shall be solely for the purposes of this chapter and, notwithstanding any other act, shall not be used as a determination of whether the corporation is doing business in this State; provided, however, this subsection (d) shall not apply to a foreign corporation which satisfies the requirements of subsection (b) by filing an annual report under §374 of Title 8.

(e) This section shall not apply to any foreign financial, banking, insurance, or lending organization whose lending activities are regulated by any other state or the United States of America.

(f) The Secretary of State may establish fees for any filings required by this section, which fees shall not exceed those prescribed for similar filings as stated in §391 of Title 8."

Section 3.

If any provision of this act or the application thereof to any person or circumstances is held invalid, the invalidity shall not affect other provisions or applications of this act which can he given effect without the invalid provision or application, and to this end the provisions of this act are severable.

Approved July 9, 1997