Richards Layton & Finger

New Day for Nonstock Corporations: The 2010 Amendments to Delaware's General Corporation Law

February 2011

In August 2010, Delaware’s General Corporation Law (DGCL) was amended to clarify the application of the DGCL to corporations not authorized to issue capital stock, commonly known as nonstock corporations. Delaware has thousands of nonstock corporations, including both for-profit and nonprofit entities, but the DGCL’s focus has traditionally been on stock corporations. The largest amendments to the DGCL in more than forty years, the 2010 nonstock amendments covered nearly every area of the corporate law—clarifying, filling gaps in, and making consistent the DGCL’s treatment of nonstock corporations. This article describes the impetus for the nonstock amendments and explains the structure and nuances of those amendments.