Delaware Acceptance of Election — Corporate Resolutions refers to the process through which a corporation in the state of Delaware is legally recognized as electing to be governed by the General Corporation Law of Delaware. This election is also commonly known as a "Delaware election" or "Delaware acceptance." By making this election, corporations affirm their commitment to being bound by the regulations and statutes outlined in the Delaware General Corporation Law. It is worth noting that Delaware is often chosen as the state of incorporation for many companies, irrespective of where their main operations are located, due to its favorable corporate governance laws. The Delaware Acceptance of Election — Corporate Resolutions typically involves the adoption, approval, and filing of specific corporate resolutions and documents to officially recognize and ratify the corporation's decision to elect Delaware as its state of incorporation. Different types of Delaware Acceptance of Election — Corporate Resolutions may include: 1. Board of Directors Resolution: This resolution is passed by the corporation's board of directors, acknowledging and approving the decision to elect Delaware as the state of incorporation. It typically outlines the reasons for choosing Delaware and authorizes the necessary actions to formalize the acceptance of election. 2. Shareholder Consent Resolution: In cases where shareholder approval is required, such as amendments to the articles of incorporation, a shareholder consent resolution is adopted. This resolution records shareholders' acceptance of the election to be governed by Delaware law and signifies their acknowledgement of any changes in corporate governance that may arise from this shift. 3. Certificate of Incorporation: This is a crucial document filed with the Delaware Secretary of State that sets out the legal structure and characteristics of the corporation. It includes information such as the corporation's name, purpose, authorized shares, directors, and registered agent. The certificate of incorporation is often amended to reflect the acceptance of the Delaware election. 4. Filing with Secretary of State: Once the necessary resolutions and documents are adopted, they must be filed with the Delaware Secretary of State. The filing typically includes the completed certificate of incorporation or any relevant amendments, as well as any required filing fees. This step ensures the legal recognition of the corporation's election to be governed by Delaware law. While the process described above provides a general overview, it is essential to seek legal counsel to tailor the specific acceptance of election process to each corporation's unique circumstances and comply with Delaware state requirements.
Para su conveniencia, debajo del texto en español le brindamos la versión completa de este formulario en inglés. For your convenience, the complete English version of this form is attached below the Spanish version.