State of Delaware — governance guide
A practitioner reference for State of Delaware, generated from the GovernOS rules engine. Always current with the jurisdiction packs.
At a glance
Regulators & portals
Delaware Division of Corporations (DE DOC)
Company registry · API filing
U.S. Securities and Exchange Commission (SEC)
Securities regulator · API filing
New York Stock Exchange (NYSE)
Stock exchange
Entity types
Delaware C-Corporation
min 1 director(s) · can be public
Delaware LLC
min 1 director(s)
Delaware Limited Partnership
min 1 director(s)
How to — common actions & what each requires
Add director
board (50%)
Unanimous Written Consent — Election of Director; Consent of Director
none
Delaware General Corporation Law (DGCL) §§141, 223
Issue shares
board (50%)
Board Consent — Issuance of Stock; Stock Certificate
none
DGCL §§151–153, 161; Securities Act Reg D (private placement exemption)
Remove director
shareholders (50%)
Stockholder Written Consent — Removal of Director
none
Delaware General Corporation Law (DGCL) §141(k)
Appoint officer
board (50%)
Board Consent — Appointment of Officer; Consent to Act as Officer
none
Delaware General Corporation Law (DGCL) §142
Transfer shares
board (50%)
Stock Transfer / Assignment; Stock Certificate (transferee)
none
Delaware General Corporation Law (DGCL) §§159, 201; UCC Article 8
Create ESOP
board (50%), shareholders (50%)
Equity Incentive Plan; Board Consent — Adoption of Equity Incentive Plan; Stockholder Consent — Approval of Plan
none
Delaware General Corporation Law (DGCL) §157; IRC §422 (ISO stockholder approval)
Grant options
board (50%)
Board Consent — Stock Option Grants; Stock Option Grant Agreement
none
Delaware General Corporation Law (DGCL) §157
Approve financing
board (50%), shareholders (50%), class shareholders (50%)
Board Consent — Approval of Financing Round; Stockholder Consent — Amended Certificate & New Preferred; Amended & Restated Certificate of Incorporation
DE-Restated-COI (due T+0d)
Delaware General Corporation Law (DGCL) §§151, 152, 242
Approve dividend
board (50%)
Board Consent — Declaration of Dividend
none
Delaware General Corporation Law (DGCL) §170
Create subsidiary
board (50%)
Board Consent — Formation of Subsidiary; Certificate of Incorporation (Subsidiary)
DE-COI (due T+0d)
Delaware General Corporation Law (DGCL) §§101–106
Amend constitution
board (50%), shareholders (50%)
Board Consent — Approval of Certificate of Amendment; Stockholder Consent — Amendment of Certificate of Incorporation; Certificate of Amendment
DE-Certificate-of-Amendment (due T+0d)
Delaware General Corporation Law (DGCL) §242
Change company name
board (50%), shareholders (50%)
Board Consent — Change of Corporate Name; Stockholder Consent — Change of Corporate Name; Certificate of Amendment (Name Change)
DE-Certificate-of-Amendment (due T+0d)
Delaware General Corporation Law (DGCL) §242
File annual return
board (50%)
Delaware Annual Report
DE-Annual-Report (due T+0d)
Delaware General Corporation Law (DGCL) §§391, 502; Title 8 (franchise tax)
File beneficial ownership
—
Beneficial Ownership Information Report
FinCEN-BOIR (due T+30d)
Corporate Transparency Act (31 U.S.C. §5336); FinCEN BOI Reporting Rule
Prepare AGM
board (50%)
Notice of Annual Meeting of Stockholders; Annual Meeting Minutes
none
Delaware General Corporation Law (DGCL) §§211, 222
Approve audit / accounts
board (50%)
Board Consent — Approval of Financial Statements
none
Delaware General Corporation Law (DGCL) §141; common law (no statutory annual audit filing for private corporations)
Reference only — not legal advice. Rule packs are directionally accurate and being legally validated per jurisdiction.