Delaware Code (Titles 8, 9, 25, 30)
8 Del. C. § 352
Appointment of custodian for close corporation
# (a)
In addition to § 226 of this title respecting the appointment of a custodian for any corporation, the Court of Chancery, upon application of any stockholder, may appoint 1 or more persons to be custodians, and, if the corporation is insolvent, to be receivers, of any close corporation when:
# (1)
Pursuant to § 351 of this title the business and affairs of the corporation are managed by the stockholders and they are so divided that the business of the corporation is suffering or is threatened with irreparable injury and any remedy with respect to such deadlock provided in the certificate of incorporation or bylaws or in any written agreement of the stockholders has failed; or
# (2)
The petitioning stockholder has the right to the dissolution of the corporation under a provision of the certificate of incorporation permitted by § 355 of this title.
# (b)
In lieu of appointing a custodian for a close corporation under this section or § 226 of this title the Court of Chancery may appoint a provisional director, whose powers and status shall be as provided in § 353 of this title if the Court determines that it would be in the best interest of the corporation. Such appointment shall not preclude any subsequent order of the Court appointing a custodian for such corporation.
Amendment history
56 Del. Laws, c. 50.
Source: view the official text
In this title (40 sections)
- 8-322 · Failure of corporation to obey order of court; appointment of…
- 8-323 · Failure of corporation to obey writ of mandamus; quo warranto…
- 8-324 · Attachment of shares of stock or any option, right or interest…
- 8-325 · Actions against officers, directors or stockholders to enforce…
- 8-326 · Action by officer, director or stockholder against corporation…
- 8-327 · Stockholder’s derivative action; allegation of stock ownership
- 8-328 · Effect of liability of corporation on impairment of certain…
- 8-329 · Defective organization of corporation as defense
- 8-330 · Usury; pleading by corporation
- 8-341 · Law applicable to close corporation
- 8-342 · Close corporation defined; contents of certificate of…
- 8-343 · Formation of a close corporation
- 8-344 · Election of existing corporation to become a close corporation
- 8-345 · Limitations on continuation of close corporation status
- 8-346 · Voluntary termination of close corporation status by amendment…
- 8-347 · Issuance or transfer of stock of a close corporation in breach…
- 8-348 · Involuntary termination of close corporation status; proceeding…
- 8-349 · Corporate option where a restriction on transfer of a security…
- 8-350 · Agreements restricting discretion of directors
- 8-351 · Management by stockholders
- 8-352 · Appointment of custodian for close corporation
- 8-353 · Appointment of a provisional director in certain cases
- 8-354 · Operating corporation as partnership
- 8-355 · Stockholders’ option to dissolve corporation
- 8-356 · Effect of this subchapter on other laws
- 8-361 · Law applicable to public benefit corporations; how formed
- 8-362 · Public benefit corporation defined; contents of certificate of…
- 8-363 · Nonprofit nonstock corporations [For application of this…
- 8-364 · Stock certificates; notices regarding uncertificated stock
- 8-365 · Duties of directors
- 8-366 · Periodic statements and third-party certification
- 8-367 · Suits to enforce the requirements of § 365(a) of this title
- 8-368 · No effect on other corporations
- 8-371 · Definition; qualification to do business in State; procedure
- 8-372 · Additional requirements in case of change of name, change of…
- 8-373 · Exceptions to requirements
- 8-374 · Annual report
- 8-375 · Failure to file report
- 8-376 · Service of process upon qualified foreign corporations
- 8-377 · Change of registered agent; reinstatement of qualification to…