Delaware § 345 Limitations on continuation of close corporation status

Delaware Statutes

§ 345 — Limitations on continuation of close corporation status

Delaware § 345

Title8

Ch. 1GENERAL CORPORATION LAW

Subch.Close Corporations; Special Provisions

This text of Delaware § 345 (Limitations on continuation of close corporation status) is published on Counsel Stack Legal Research, covering Delaware primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Del. Code tit. 8, § 345 (2026).

Text

A close corporation continues to be such and to be subject to this subchapter until:

(1)It files with the Secretary of State a certificate of amendment deleting from its certificate of incorporation the provisions required or permitted by § 342 of this title to be stated in the certificate of incorporation to qualify it as a close corporation; or

(2)Any 1 of the provisions or conditions required or permitted by § 342 of this title to be stated in a certificate of incorporation to qualify a corporation as a close corporation has in fact been breached and neither the corporation nor any of its stockholders takes the steps required by § 348 of this title to prevent such loss of status or to remedy such breach.

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A close corporation continues to be such and to be subject to this subchapter until:

(1) It files with the Secretary of State a certificate of amendment deleting from its certificate of incorporation the provisions required or permitted by § 342 of this title to be stated in the certificate of incorporation to qualify it as a close corporation; or

(2) Any 1 of the provisions or conditions required or permitted by § 342 of this title to be stated in a certificate of incorporation to qualify a corporation as a close corporation has in fact been breached and neither the corporation nor any of its stockholders takes the steps required by § 348 of this title to prevent such loss of status or to remedy such breach.