Del. C. » Title 8 — · CHAPTER 1. General Corporation Law · Corporations
Delaware Code

8 Del. C. § 127 (2026)

Private foundation; powers and duties

✓ current as of May 2026
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A corporation of this State which is a private foundation under the United States internal revenue laws and whose certificate of incorporation does not expressly provide that this section shall not apply to it is required to act or to refrain from acting so as not to subject itself to the taxes imposed by 26 U.S.C. § 4941 (relating to taxes on self-dealing), § 4942 (relating to taxes on failure to distribute income), § 4943 (relating to taxes on excess business holdings), § 4944 (relating to taxes on investments which jeopardize charitable purpose), or § 4945 (relating to taxable expenditures), or corresponding provisions of any subsequent United States internal revenue law.

8 Del. C. 1953, §  127;  58 Del. Laws, c. 87.; 

Notes of Decisions
Cited in 2 cases (1 in the last 5 years), 2018–2023 · leading case: Sciabacucchi v. Salzberg (Del. Ch. 2018).
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Sciabacucchi v. Salzberg (Del. Ch. 2018). “8 Del. C. § 127. A corporation nevertheless retains the ability to impose limitations on (and create uncertainty about) its capacity or power by including provisions in its charter that forbid it 40 The contract that gives rise to the artificial entity and confers these powers…”
New Enter. Assocs. 14, L.P. v. Rich (Del. Ch. 2023). “8 Del. C. § 127. A corporation cannot include a provision in its charter that is contrary to Section 102(b)(7), and a charter “may not contain any provision that would impose liability on a stockholder for the attorneys’ fees or expenses of the corporation or any other party in…”
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