Submitted by UCS on April 1, 2014

Delaware Certificate of Validation

 Paula Lintner, our Delaware Branch Manager, in conjunction with our CEO Michael A Barr, briefly reviews the Delaware Certificate of Validation which became effective today, April 1, 2014. The statute may be viewed in its entirety at: 

http://delcode.delaware.gov/title8/c001/sc06/index.shtml

Delaware statute now provides a means of ratifying a defective corporate act.  Title 8 Section 204 of the Delaware General Corporation Law becomes effective today, April 1, 2014.

As defined in this section, a “Defective corporate act” means an over issue, an election or appointment of directors that is void or voidable due to a failure of authorization, or any act or transaction purportedly taken by or on behalf of the corporation that is, and at the time such act or transaction was purportedly taken would have been, within the power of a corporation under subchapter II of this chapter, but is void or voidable due to a failure of authorization.”

The Division of Corporations has provided guidelines for filing a Certificate of Validation pursuant to this new statute, Section 204(b).

For more information regarding this document, please contact your Client Service Representative at 800-899-8648 or click contact us for assistance.