Delaware § 723 Articles of association; contents and execution

Delaware Statutes

§ 723 — Articles of association; contents and execution

Delaware·Title 5·Part Banks and Trust Companies·Ch. 7 CORPORATION LAW FOR STATE BANKS AND TRUST COMPANIES·Subch. Formation of Bank or Trust Company

(a)The articles of association shall set forth that the subscribers thereto associate themselves with the intention of forming a corporation, and shall specifically state:

(1)The name by which the corporation shall be known;

(2)The purpose for which it is formed;

(3)The city or town where its place of business will be located;

(4)The amount of its capital stock, and the number of shares into which it is to be divided;

(5)The number of its directors, which shall not be less than 5;

(6)Whether or not the corporation is to have perpetual existence, and if not the time when its existence is to cease;

(7)Whether the private property of the stockholders shall be subject to the payment of corporate debts, and if so, to what extent.

(b)The articles of association may also contain

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(a) The articles of association shall set forth that the subscribers thereto associate themselves with the intention of forming a corporation, and shall specifically state:

(1) The name by which the corporation shall be known;

(2) The purpose for which it is formed;

(3) The city or town where its place of business will be located;

(4) The amount of its capital stock, and the number of shares into which it is to be divided;

(5) The number of its directors, which shall not be less than 5;

(6) Whether or not the corporation is to have perpetual existence, and if not the time when its existence is to cease;

(7) Whether the private property of the stockholders shall be subject to the payment of corporate debts, and if so, to what extent.

(b) The articles of association may also contain other provisions defining, limiting and regulating the powers of the corporation, the powers and duties of the directors, and the powers of the stockholders, if such provisions are consonant with the object, purpose and provisions of this chapter and are not in conflict with this Code or any other general statute of this State relating to banks and trust companies.

(c) Each incorporator shall subscribe to the articles his or her name, residence, post-office address and the number of shares of stock which he or she agrees to take, and shall acknowledge the same to be his or her act and deed before some officer authorized by the laws of this State to take acknowledgments of deeds.

(d) The articles of association may contain an article which provides that any article or provision thereof shall not be amended, modified, repealed or otherwise changed in any manner whatsoever. Such an article, when approved by the Commissioner under § 729 of this title, shall be valid, binding and enforceable against the corporation and its shareholders notwithstanding any other provision of this title.

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