Delaware Clauses Relating to Termination and Liquidation of Venture

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US-P0615-3AM
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This form is a model adaptable for use in partnership matters. Adapt the form to your specific needs and fill in the information. Don't reinvent the wheel, save time and money.
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FAQ

(a) Every corporation may at any meeting of its board of directors or governing body sell, lease or exchange all or substantially all of its property and assets, including its goodwill and its corporate franchises, upon such terms and conditions and for such consideration, which may consist in whole or in part of money ...

Section 170 - Dividends; payment; wasting asset corporations (a) The directors of every corporation, subject to any restrictions contained in its certificate of incorporation, may declare and pay dividends upon the shares of its capital stock either: (1) Out of its surplus, as defined in and computed in ance with ...

§ 276. Dissolution of nonstock corporation; procedure. (a) Whenever it shall be desired to dissolve any nonstock corporation, the governing body shall perform all the acts necessary for dissolution which are required by § 275 of this title to be performed by the board of directors of a corporation having capital stock.

The constituent corporations may merge into a single surviving corporation, which may be any 1 of the constituent corporations, or they may consolidate into a new resulting corporation formed by the consolidation, which may be a corporation of the jurisdiction of organization of any 1 of the constituent corporations, ...

If the name of the foreign corporation conflicts with the name of a corporation, partnership, limited partnership, limited liability company or statutory trust organized under the laws of this State, or a name reserved for a corporation, partnership, limited partnership, limited liability company or statutory trust to ...

Because of the extensive experience of the Delaware courts, Delaware has a more well-developed body of case law than other states, which serves to give corporations and their counsel greater guidance on matters of corporate governance and transaction liability issues.

Ratification of Defective Corporate Acts Section 204 of the DGCL provides the procedure by which corporations may ratify a defective corporate act that is otherwise void or voidable due to a failure to properly authorize these acts, such as officer or director appointments or stock issuances.

§ 174. Liability of directors for unlawful payment of dividend or unlawful stock purchase or redemption; exoneration from liability; contribution among directors; subrogation.

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Delaware Clauses Relating to Termination and Liquidation of Venture