Corporation Reinstatement, Revival, and Revivor Packet

DELAWARE CORPORATION REINSTATEMENT, REVIVAL, AND REVIVOR PACKET

Route selection is load-bearing. A charter that became void or forfeited uses the § 312 revival route. A voluntarily dissolved corporation or a corporation whose duration expired uses the distinct § 311 revocation/restoration route. Do not substitute one certificate for the other.

Scope gate. Use for a domestic stock corporation. Excludes nonstock, nonprofit, regulated, insolvent, judicially revoked, disputed-control, merged, converted, and foreign corporations.

1. STATUS AND CHARTER RECORD

Attach the Delaware status record, tax/account statement, original certificate, amendments, dissolution filing if any, bylaws, stock ledger, board record, and registered-agent confirmation.

2. ROUTE CLASSIFICATION

3. SECTION 312 — VOID OR FORFEITED CHARTER

The board or governing body must authorize the revival and the corporation must file a certificate of revival under § 312. The certificate must state the original filing date and original name, the name at forfeiture or voiding, any required new name, the Delaware registered office and agent, the status date, and the board/governing-body authority for filing.

☐ Board authorization adopted and retained.

☐ All annual franchise tax reports required by the Division identified and filed.

☐ All franchise taxes, penalties, interest, filing fees, and registered-agent charges confirmed from current sources and paid.

☐ Current name checked; a different revival name used if § 312 requires it.

☐ Certificate executed and acknowledged by an authorized officer under the current statute and form instructions.

4. SECTION 311 — VOLUNTARY DISSOLUTION OR EXPIRED DURATION

For a stock corporation, the board must recommend revocation or restoration and submit it to stockholders. Approval requires a majority of the stock outstanding and entitled to vote on dissolution or the relevant duration amendment at the time of dissolution or expiration, unless valid written consent is used under § 228. The certificate must include the information required by § 311.

☐ Three-year statutory period and any Court of Chancery extension verified from the effective date.

☐ Annual reports and franchise taxes that would have been due during dissolution or expiration addressed as required by § 311(g).

5. FILING AND EFFECT REVIEW

Section 312(e) gives a revival of a void or forfeited charter substantial statutory effect, including validation of covered corporate acts and restoration of property and liabilities. Do not turn that text into a blanket opinion: separately review defective corporate acts, certificates of validation, pending litigation, third-party rights, limitations periods, licenses, insolvency, and acts outside the certificate of incorporation.

The 2026 amendment to § 312(h) and (j) takes effect August 1, 2026 and concerns nonstock-corporation member action. This packet excludes nonstock corporations; recheck the codified text after that date.

6. POST-ACCEPTANCE WORK

☐ Delaware record shows the intended good-standing status.

☐ Filed certificate, tax/account receipt, annual reports, and registered-agent confirmation saved.

☐ Corporate records, board/officer status, annual meeting calendar, licenses, tax accounts, contracts, banks, and foreign qualifications reviewed separately.

☐ No representation made that revival resolves every defective act, claim, defense, license, or personal-liability issue.

Prepared by: [________________________________]

Authorized reviewer: [________________________________]

Signature: [________________________________] Date: [__/__/____]

SOURCES AND REFERENCES

• Delaware Code — 8 Del. C. §§ 311 and 312
• Delaware Division of Corporations — renewal and revival forms
• Delaware Division of Corporations — corporation forms
• Delaware General Assembly — H.B. 353 (2026), effective August 1, 2026

Current stock-corporation statutes and routes verified 2026-07-29; recheck the post-August 1 codification, forms, tax quote, and fees immediately before filing.