(a) As used in this section: (1) The term "emergency condition" shall be deemed to include but not be limited to any of the following: a. War or other armed conflict; b. Revolution or insurrection; c. Invasion or occupation by foreign military forces; d. Rioting or civil commotion of an extended nature; e. Domination by a foreign power; f. Expropriation, nationalization or confiscation of a material part of the assets or property of the non-United States entity; g. Impairment of the institution of private property (including private property held abroad); h. The taking of any action under the laws of the United States whereby persons resident in the jurisdiction, the law of which governs the internal affairs of the non-United States entity, might be treated as "enemies" or otherwise restricted under laws of the United States relating to trading with enemies of the United States; i. The immediate threat of any of the foregoing; and j. Such other event which, under the law of the jurisdiction governing the internal affairs of the non-United States entity, permits the non-United States entity to transfer its domicile. (2) The term "foreign jurisdiction" and the term "non-United States entity" shall have the same meanings as set forth in § 388(a) of this title. (3) The terms "officers" and "directors" include, in addition to such persons, trustees, managers, partners and all other persons performing functions equivalent to those of officers and directors, however named or described in any relevant instrument. (b) Any non-United States entity may, subject to and upon compliance with this section, transfer its domicile (which term, as used in this section, shall be deemed to refer in addition to the seat, siege social or principal place of business or central administration of such entity, or any other equivalent thereto under applicable law) into this State, and may perform the acts described in this section, so long as the law by which the internal affairs of such entity are governed does not expressly prohibit such transfer. (c) Any non-United States entity that shall propose to transfer its domicile into this State shall submit to the Secretary of State for the Secretary of State's review, at least 30 days prior to the proposed transfer of domicile, the following: (1) A copy of its certificate of incorporation and bylaws (or the equivalent thereof under applicable law), certified as true and correct by the appropriate director, officer or government official; (2) A certificate issued by an authorized official of the jurisdiction the law of which governs the internal affairs of the non-United States entity evidencing its existence; (3) A list indicating the person or persons who, in the event of a transfer pursuant to this section, shall be the authorized officers and directors of the non-United States entity, together with evidence of their authority to act and their respective executed agreements in writing regarding service of process as set out in subsection (j) of this section; (4) A certificate executed by the appropriate officer or director of the non-United States entity, setting forth: a. The name and address of its registered agent in this State; b. A general description of the business in which it is engaged; c. That the filing of such certificate has been duly authorized by any necessary action and does not violate the certificate of incorporation or bylaws (or equivalent thereof under applicable law) or any material agreement or instrument binding on such entity; d. A list indicating the person or persons authorized to sign the written communications required by subsection (e) of this section; e. An affirmance that such transfer is not expressly prohibited under the law by which the internal affairs of the non-United States entity are governed; and f. An undertaking that any transfer of domicile into this State will take place only in the event of an emergency condition in the jurisdiction the law of which governs the internal affairs of the non-United States entity and that such transfer shall continue only so long as such emergency condition, in the judgment of the non-United States entity's management, so requires; and (5) The examination fee prescribed under § 391 of this title. If any of the documents referred to in paragraphs (c)(1)-(5) of this section are not in English, a translation thereof, under oath of the translator, shall be attached thereto. If such documents satisfy the requirements of this section, and if the name of the non-United States entity meets the requirements of § 102(a)(1) of this title, the Secretary of State shall notify the non-United States entity that such documents have been accepted for filing, and the records of the Secretary of State shall reflect such acceptance and such notification. In addition, the Secretary of State shall enter the name of the non-United States entity on the Secretary of State's reserved list to remain there so long as the non-United States entity is in compliance with this section. No document submitted under this subsection shall be available for public inspection pursuant to Chapter 100 of Title 29 until, and unless, such entity effects a transfer of its domicile as provided in this section. The Secretary of State may waive the 30-day period and translation requirement provided for in this subsection upon request by such entity, supported by facts (including, without limitation, the existence of an emergency condition) justifying such waiver. (d) On or before March 1 in each year, prior to the transfer of its domicile as provided for in subsection (e) of this section, during any such transfer and, in the event that it desires to continue to be subject to a transfer of domicile under this section, after its domicile has ceased to be in this State, the non-United States entity shall file a certificate executed by an appropriate officer or director of the non- United States entity, certifying that the documents submitted pursuant to this section remain in full force and effect or attaching any amendments or supplements thereto and translated as required in subsection (c) of this section, together with the filing fee prescribed under
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