Corporations: Introduction (FORMATION (File AOIs with the Secretary of…
File AOIs with the Secretary of State.
DGCL § 102
Conduct an initial board meeting.
DGCL § 108
After the formation, the corporation can presumably last forever. But, when the corporation dissolves, then the assets are liquidated.
Serves on the Board, and as an officer or employee.
Serves on the Board, but is not a corporate agent.
Manage corporate affairs.
DGCL § 141(a)
Propose amendments to the AOIs.
DGCL § 242(b)
DGCL § 170
Call special share meetings, which happen before the annual meeting.
DGCL § 211(d)
DGCL § 251(b)
Take action by written consent.
DGCL § 228
Vote on major changes.
Propose bylaw amendments.
DGCL § 109(a)
Transfer shares through gift, bequest or alienation.
Elect directors each year.
DGCL § 211(b)
Prevent creditors from reaching personal assets.
Compel the directors, who owe fiduciary duties to the corporation itself, to sue in a derivative action.
Only a shareholder can raise a proxy contest (nominate a director).