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

8 Del. C. § 155 (2026)

Fractions of shares

✓ current as of May 2026
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A corporation may, but shall not be required to, issue fractions of a share. If it does not issue fractions of a share, it shall (1) arrange for the disposition of fractional interests by those entitled thereto, (2) pay in cash the fair value of fractions of a share as of the time when those entitled to receive such fractions are determined or (3) issue scrip or warrants in registered form (either represented by a certificate or uncertificated) which shall entitle the holder to receive a full share upon the surrender of such scrip or warrants aggregating a full share. A certificate for a fractional share or an uncertificated fractional share shall, but scrip or warrants shall not unless otherwise provided therein, entitle the holder to exercise voting rights, to receive dividends thereon and to participate in any of the assets of the corporation in the event of liquidation. The board of directors may cause scrip or warrants to be issued subject to the conditions that they shall become void if not exchanged for certificates representing the full shares or uncertificated full shares before a specified date, or subject to the conditions that the shares for which scrip or warrants are exchangeable may be sold by the corporation and the proceeds thereof distributed to the holders of scrip or warrants, or subject to any other conditions which the board of directors may impose.

8 Del. C. 1953, §  155;  56 Del. Laws, c. 50;  56 Del. Laws, c. 186, §  7;  57 Del. Laws, c. 148, §  11;  64 Del. Laws, c. 112, §  11;  85 Del. Laws, c. 48, § 7; 
Notes of Decisions
Cited in 10 cases (4 in the last 5 years), 2002–2025 · leading case: Applebaum v. Avaya, Inc., 805 A.2d 209 (Del. Ch. 2002).
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Applebaum v. Avaya, Inc., 805 A.2d 209 (Del. Ch. 2002). “8 Del C. § 155 (“A corporation may, but shall not be required to, issue fractions of a share.”
Zutrau v. Jansing & ICE Sys., Inc. (Del. Ch. 2014). · cites it 5× “Alternatively, Zutrau alleges that the Reverse Stock Split was executed at an unfair and inadequate price, in breach of Jansing‘s fiduciary duties and in violation of 8 Del. C. § 155. Zutrau also argues that Jansing is liable for equitable fraud because he previously had…”
Craig Samuels v. CCUR Holding, Inc. (Del. Ch. 2022). · cites it 2× “Count II is a claim against the Company for violating 8 Del. C. § 155. Section 155(2) requires a Delaware corporation to pay “fair value” to stockholders who are cashed out for their fractional interests in a reverse stock split.”
Alcon Rsch., LLC v. Aurion Biotech, Inc. (Del. Ch. 2025). · cites it 2× “May 31, 2022) (quoting 8 Del. C. § 155); see also Zutrau v. Jansing, 2014 WL 3772859 , at *32 (Del.”
Verition Partners Master Fund Ltd. v. Aruba Networks, Inc. (Del. Ch. 2018). “” 8 Del. C. § 155(2). A corporation used the market price to determine the amount due for factional shares following a reverse stock split.”
Verition Partners Master Fund Ltd. v. Aruba Networks, Inc. (Del. Ch. 2018). “” 8 Del. C. § 155(2). A corporation used the market price to determine the amount due for factional shares following a reverse stock split.”
Verition Partners Master Fund Ltd. v. Aruba Networks, Inc. (Del. Ch. 2018). “” 8 Del. C. § 155(2). A corporation used the market price to determine the amount due for factional shares following a reverse stock split.”
CCUR Holdings, Inc. v. Samuels (Del. 2022). “If it does not issue fractions of a share, it shall (1) arrange for the disposition of fractional interests by those entitled thereto, (2) pay in cash the fair value of fractions of a share as of the time when those entitled to receive such fractions are determined or (3) issue…”
In Re Mindbody, Inc. Stockholder Litig. (Del. Ch. 2023). “, but it does not stand for the limiting principle that they advance.”
In re Kinder Morgan, Inc. Corp. Reorganization Litig. (Del. Ch. 2014). “8 Del. C. § 155; see Applebaum, 812 A.2d at 887-94 ; Reis, 28 A.”
— 8 Del. C. § 155(2) — 4 cases
Verition Partners Master Fund Ltd. v. Aruba Networks, Inc. (Del. Ch. 2018). “” 8 Del. C. § 155(2). A corporation used the market price to determine the amount due for factional shares following a reverse stock split.”
Verition Partners Master Fund Ltd. v. Aruba Networks, Inc. (Del. Ch. 2018). “” 8 Del. C. § 155(2). A corporation used the market price to determine the amount due for factional shares following a reverse stock split.”
Verition Partners Master Fund Ltd. v. Aruba Networks, Inc. (Del. Ch. 2018). “” 8 Del. C. § 155(2). A corporation used the market price to determine the amount due for factional shares following a reverse stock split.”
Alcon Rsch., LLC v. Aurion Biotech, Inc. (Del. Ch. 2025). “May 31, 2022) (quoting 8 Del. C. § 155); see also Zutrau v. Jansing, 2014 WL 3772859 , at *32 (Del.”
— 8 Del. C. § 155(b) — 1 case
Zutrau v. Jansing & ICE Sys., Inc. (Del. Ch. 2014). “Alternatively, Zutrau alleges that the Reverse Stock Split was executed at an unfair and inadequate price, in breach of Jansing‘s fiduciary duties and in violation of 8 Del. C. § 155. Zutrau also argues that Jansing is liable for equitable fraud because he previously had…”
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