Delaware Code (Titles 8, 9, 25, 30)
8 Del. C. § 383
Actions by and against unqualified foreign corporations
# (a)
A foreign corporation which is required to comply with §§ 371 and 372 of this title and which has done business in this State without authority shall not maintain any action or special proceeding in this State unless and until such corporation has been authorized to do business in this State and has paid to the State all fees, penalties and franchise taxes for the years or parts thereof during which it did business in this State without authority. This prohibition shall not apply to any successor in interest of such foreign corporation.
# (b)
The failure of a foreign corporation to obtain authority to do business in this State shall not impair the validity of any contract or act of the foreign corporation or the right of any other party to the contract to maintain any action or special proceeding thereon, and shall not prevent the foreign corporation from defending any action or special proceeding in this State.
Amendment history
56 Del. Laws, c. 50; 56 Del. Laws, c. 186, § 30; 79 Del. Laws, c. 122, § 9
Source: view the official text
In this title (40 sections)
- 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…
- 8-378 · Penalties for noncompliance
- 8-379 · Banking powers denied
- 8-380 · Foreign corporation as fiduciary in this State
- 8-381 · Withdrawal of foreign corporation from State; procedure;…
- 8-382 · Service of process on nonqualifying foreign corporations
- 8-383 · Actions by and against unqualified foreign corporations
- 8-384 · Foreign corporations doing business without having qualified;…
- 8-385 · Filing of certain instruments with recorder of deeds not…
- 8-388 · Domestication of non-United States entities [For application of…
- 8-389 · Temporary transfer of domicile into this State
- 8-390 · Transfer, domestication or continuance of domestic corporations…
- 8-391 · Amounts payable to Secretary of State upon filing certificate…
- 8-392 · [Reserved.]
- 8-393 · Rights, liabilities and duties under prior statutes
- 8-394 · Reserved power of State to amend or repeal chapter; chapter…
- 8-395 · Corporations using “trust” in name, advertisements and…
- 8-396 · Publication of chapter by Secretary of State; distribution
- 8-397 · Penalty for unauthorized publication of chapter
- 8-398 · Short title
- 8-501 · Corporations subject to and exempt from franchise tax
- 8-502 · Annual franchise tax report; contents; failure to file and pay…
- 8-503 · Rates and computation of franchise tax
- 8-504 · Collection and disposition of tax; tentative return and tax;…
- 8-505 · Review and refund; jurisdiction and power of the Secretary of…
- 8-506 · Fund for payment of refunds