§ 377 — Change of registered agent; reinstatement of qualification to do business

Delaware § 377

• Jurisdiction: Delaware
• Title: 8
• Ch. 1: GENERAL CORPORATION LAW
• Subch.: Foreign Corporations

Text

(a) Any foreign corporation, which has qualified to do business in this State, may change its registered agent and substitute another registered agent by filing a certificate with the Secretary of State, acknowledged in accordance with § 103 of this title, setting forth:

(1) The name and address of its registered agent designated in this State upon whom process directed to said corporation may be served; and

(2) A revocation of all previous appointments of agent for such purposes.

Such registered agent shall comply with § 371(b)(2)(i) of this title.

(b) Any individual or entity designated by a foreign corporation as its registered agent for service of process may resign in the same manner as provided in § 136(a) of this title.

(c) If any agent designated and certified as required by § 371 of this title shall die or remove from this State, or resign, then the foreign corporation for which the agent had been so designated and certified shall, within 10 days after the death, removal or resignation of its agent, substitute, designate and certify to the Secretary of State, the name of another registered agent for the purposes of this subchapter, and all process, orders, rules and notices mentioned in § 376 of this title may be served on or given to the substituted agent with like effect as is prescribed in that section.

(d) A foreign corporation whose qualification to do business in this State has been forfeited pursuant to § 132(f)(4) or § 136(b) of this title may be reinstated by filing a certificate of reinstatement with the Secretary of State, acknowledged in accordance with § 103 of this title, setting forth:

(1) The name of the foreign corporation;

(2) The effective date of the forfeiture; and

(3) The name and address of the foreign corporation’s registered agent required to be maintained by § 132 of this title.

(e) Upon the filing of a certificate of reinstatement in accordance with subsection (d) of this section, and the filing of all annual reports and the payment of all required fees that would have been required to be filed and paid during the time the foreign corporation’s qualification to do business in this State had been forfeited, the qualification of the foreign corporation to do business in this State shall be reinstated with the same force and effect as if it had not been forfeited pursuant to this title.

Legislative History

8 Del. C. 1953, § 377; 56 Del. Laws, c. 50 ; 63 Del. Laws, c. 25, § 15 ; 71 Del. Laws, c. 120, § 19 ; 78 Del. Laws, c. 273, §§ 7, 8 ; 79 Del. Laws, c. 72, § 21 ; 79 Del. Laws, c. 122, § 9 ; 82 Del. Laws, c. 256, § 20 ; 85 Del. Laws, c. 48, § 11