§ 341 Law applicable to close corporation
§ 342 Close corporation defined; contents of certificate of incorporation
§ 343 Formation of a close corporation
§ 344 Election of existing corporation to become a close corporation
§ 345 Limitations on continuation of close corporation status
§ 346 Voluntary termination of close corporation status by amendment of …
§ 347 Issuance or transfer of stock of a close corporation in breach of …
§ 348 Involuntary termination of close corporation status; proceeding to …
§ 349 Corporate option where a restriction on transfer of a security is …
§ 350 Agreements restricting discretion of directors
§ 351 Management by stockholders
§ 352 Appointment of custodian for close corporation
§ 353 Appointment of a provisional director in certain cases
§ 354 Operating corporation as partnership
§ 355 Stockholders’ option to dissolve corporation
§ 356 Effect of this subchapter on other laws

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Terms Used In Delaware Code > Title 8 > Chapter 1 > Subchapter XIV - Close Corporations; Special Provisions

  • Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
  • certificate of incorporation: as used in this chapter , unless the context requires otherwise, includes not only the original certificate of incorporation filed to create a corporation but also all other certificates, agreements of merger or consolidation, plans of reorganization, or other instruments, howsoever designated, which are filed pursuant to § 102, §§ 133-136, § 151, §§ 241-243, § 245, §§ 251-258, §§ 263-264, § 267, § 303, §§ 311-313, or any other section of this title, and which have the effect of amending or supplementing in some respect a corporation's certificate of incorporation. See Delaware Code Title 8 Sec. 104
  • Complaint: A written statement by the plaintiff stating the wrongs allegedly committed by the defendant.
  • Contract: A legal written agreement that becomes binding when signed.
  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
  • Discovery: Lawyers' examination, before trial, of facts and documents in possession of the opponents to help the lawyers prepare for trial.
  • Document: means :

    a. See Delaware Code Title 6 Sec. 17-101

  • Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.
  • Fiduciary: A trustee, executor, or administrator.
  • Germane: On the subject of the pending bill or other business; a strict standard of relevance.
  • Improper means: shall include theft, bribery, misrepresentation, breach or inducement of a breach of a duty to maintain secrecy, or espionage through electronic or other means. See Delaware Code Title 6 Sec. 2001
  • Injunction: An order of the court prohibiting (or compelling) the performance of a specific act to prevent irreparable damage or injury.
  • Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
  • Knowledge: means a person's actual knowledge of a fact, rather than the person's constructive knowledge of the fact. See Delaware Code Title 6 Sec. 17-101
  • Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
  • Litigation: A case, controversy, or lawsuit. Participants (plaintiffs and defendants) in lawsuits are called litigants.
  • Member: means a person who is admitted to a limited liability company as a member as provided in § 18-301 of this title, and includes a member of the limited liability company generally and a member associated with a series of the limited liability company. See Delaware Code Title 6 Sec. 18-101
  • Misappropriation: shall mean :

    a. See Delaware Code Title 6 Sec. 2001

  • Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
  • Person: shall mean a natural person, corporation, statutory trust, business trust, estate, trust, partnership, association, joint venture, government, governmental subdivision or agency, or any other legal or commercial entity. See Delaware Code Title 6 Sec. 2001
  • Person: means a natural person, partnership (whether general or limited), limited liability company, trust (including a common law trust, business trust, statutory trust, voting trust or any other form of trust), estate, association (including any group, organization, co-tenancy, plan, board, council or committee), corporation, government (including a country, state, county or any other governmental subdivision, agency or instrumentality), custodian, nominee or any other individual or entity (or series thereof) in its own or any representative capacity, in each case, whether domestic or foreign. See Delaware Code Title 6 Sec. 17-101
  • Personal property: All property that is not real property.
  • Service of process: The service of writs or summonses to the appropriate party.
  • State: means the District of Columbia or the Commonwealth of Puerto Rico or any state, territory, possession, or other jurisdiction of the United States other than the State of Delaware. See Delaware Code Title 6 Sec. 17-101
  • State: means the State of Delaware; and when applied to different parts of the United States, it includes the District of Columbia and the several territories and possessions of the United States. See Delaware Code Title 1 Sec. 302
  • Statute: A law passed by a legislature.
  • Summons: Another word for subpoena used by the criminal justice system.
  • Tort: A civil wrong or breach of a duty to another person, as outlined by law. A very common tort is negligent operation of a motor vehicle that results in property damage and personal injury in an automobile accident.
  • Trade secret: shall mean information, including a formula, pattern, compilation, program, device, method, technique or process, that:

    a. See Delaware Code Title 6 Sec. 2001

  • United States: includes its territories and possessions and the District of Columbia. See Delaware Code Title 1 Sec. 302
  • Venue: The geographical location in which a case is tried.