Delaware Limitations on Additional Proposals

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US-OG-1030
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This is a limitations on additional proposals for an operating agreement.

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FAQ

§ 276. Dissolution of nonstock corporation; procedure. (a) Whenever it shall be desired to dissolve any nonstock corporation, the governing body shall perform all the acts necessary for dissolution which are required by § 275 of this title to be performed by the board of directors of a corporation having capital stock.

year limitation applies for breach of written contracts and two years for breach of spoken contracts. Debt collection suits have a threeyear statute of limitations.

All corporations, whether they expire by their own limitation or are otherwise dissolved, shall nevertheless be continued, for the term of 3 years from such expiration or dissolution or for such longer period as the Court of Chancery shall in its discretion direct, bodies corporate for the purpose of prosecuting and ...

The rights, privileges, powers and interest in property of the corporation that has converted, as well as the debts, liabilities and duties of such corporation, shall not be deemed, as a consequence of the conversion, to have been transferred to the other entity or business form to which such corporation has converted ...

Delaware's civil statute of limitations laws provides a two-year time limit for most cases including personal injury, libel, and fraud. Statutes of limitations on civil cases are intended to create general fairness and reliability when filing lawsuits.

Section 275 - Dissolution generally; procedure (a) If it should be deemed advisable in the judgment of the board of directors of any corporation that it should be dissolved, the board, after the adoption of a resolution to that effect by a majority of the whole board at any meeting called for that purpose, shall cause ...

Section 8106 - Actions subject to 3-year limitation (a) No action to recover damages for trespass, no action to regain possession of personal chattels, no action to recover damages for the detention of personal chattels, no action to recover a debt not evidenced by a record or by an instrument under seal, no action ...

(a) Every corporation may at any meeting of its board of directors or governing body sell, lease or exchange all or substantially all of its property and assets, including its goodwill and its corporate franchises, upon such terms and conditions and for such consideration, which may consist in whole or in part of money ...

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Delaware Limitations on Additional Proposals