Delaware Code (Titles 8, 9, 25, 30)
8 Del. C. § 277
Payment of franchise taxes before dissolution, merger, transfer or conversion
No corporation shall be dissolved, merged, transferred (without continuing its existence as a corporation of this State) or converted under this chapter until:
# (1)
All franchise taxes due to or assessable by the State including all franchise taxes due or which would be due or assessable for the entire calendar month during which such dissolution, merger, transfer or conversion becomes effective have been paid by the corporation; and
# (2)
All annual franchise tax reports including a final annual franchise tax report for the year in which such dissolution, merger, transfer or conversion becomes effective have been filed by the corporation;
notwithstanding the foregoing, if the Secretary of State certifies that an instrument to effect a dissolution, merger, transfer or conversion has been filed in the Secretary of State’s office, such corporation shall be dissolved, merged, transferred or converted at the effective time of such instrument.
Amendment history
56 Del. Laws, c. 50; 70 Del. Laws, c. 79, § 17; 71 Del. Laws, c. 120, § 16; 78 Del. Laws, c. 96, §§ 8, 9
Source: view the official text
In this title (40 sections)
- 8-255 · Merger or consolidation of domestic nonstock corporations
- 8-256 · Merger or consolidation of domestic and foreign nonstock…
- 8-257 · Merger or consolidation of domestic stock and nonstock…
- 8-258 · Merger or consolidation of domestic and foreign stock and…
- 8-259 · Status, rights, liabilities, of constituent and surviving or…
- 8-260 · Powers of corporation surviving or resulting from merger or…
- 8-261 · Remedies; appointment of stockholder representatives; effect of…
- 8-262 · Appraisal rights [For application of this section, see 81 Del.…
- 8-263 · Merger or consolidation of domestic corporations and…
- 8-264 · Merger or consolidation of domestic corporations and limited…
- 8-265 · Conversion of other entities to a domestic corporation [For…
- 8-266 · Conversion of a domestic corporation to other entities [For…
- 8-267 · Merger of parent entity and subsidiary corporation or…
- 8-268 · Amendments to certificate of incorporation of the surviving…
- 8-271 · Sale, lease or exchange of assets; consideration; procedure
- 8-272 · Mortgage or pledge of assets
- 8-273 · Dissolution of joint venture corporation having 2 stockholders
- 8-274 · Dissolution before issuance of shares or beginning of business;…
- 8-275 · Dissolution generally; procedure
- 8-276 · Dissolution of nonstock corporation; procedure
- 8-277 · Payment of franchise taxes before dissolution, merger, transfer…
- 8-278 · Continuation of corporation after dissolution for purposes of…
- 8-279 · Trustees or receivers for dissolved corporations; appointment;…
- 8-280 · Notice to claimants; filing of claims
- 8-281 · Payment and distribution to claimants and stockholders
- 8-282 · Liability of stockholders of dissolved corporations
- 8-283 · Jurisdiction
- 8-284 · Revocation or forfeiture of charter; proceedings
- 8-285 · Dissolution or forfeiture of charter by decree of court; filing
- 8-291 · Receivers for insolvent corporations; appointment and powers
- 8-292 · Title to property; filing order of appointment; exception
- 8-293 · Notices to stockholders and creditors
- 8-294 · Receivers or trustees; inventory; list of debts and report
- 8-295 · Creditors’ proofs of claims; when barred; notice
- 8-296 · Adjudication of claims; appeal
- 8-297 · Sale of perishable or deteriorating property
- 8-298 · Compensation, costs and expenses of receiver or trustee
- 8-299 · Substitution of trustee or receiver as party; abatement of…
- 8-300 · Employee’s lien for wages when corporation insolvent
- 8-301 · Discontinuance of liquidation