Delaware Code

8 Del. C. § 159 (2026)

Shares of stock; personal property, transfer and taxation

✓ current as of May 2026

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The shares of stock in every corporation shall be deemed personal property and transferable as provided in Article 8 of subtitle I of Title 6. No stock or bonds issued by any corporation organized under this chapter shall be taxed by this State when the same shall be owned by nonresidents of this State, or by foreign corporations. Whenever any transfer of shares shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of transfer if, when the certificates are presented to the corporation for transfer or uncertificated shares are requested to be transferred, both the transferor and transferee request the corporation to do so.

8 Del. C. 1953, § 159; 56 Del. Laws, c. 50; 64 Del. Laws, c. 112, § 14;

Notes of Decisions

Cited in 7 cases (2 in the last 5 years), 1959–2025 · leading case: Shawe v. Elting, 157 A.3d 152 (Del. 2017).

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Shawe v. Elting, 157 A.3d 152 (Del. 2017). “The Majority further suggests that, after remand, the Court of Chancery could order TPG‟s assets liquidated through a sale process and distribute the proceeds to the stockholders.”

Schott v. Climax Molybdenum Co., 154 A.2d 221 (Del. Ch. 1959). “It may be noted that 8 Del.C. § 159 provides in part that "whenever any transfer of shares shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of the transfer".”

New Enter. Assocs. 14, L.P. v. Rich (Del. Ch. 2023). · cites it 2× “161 8 Del. C. § 159. 162 See Williams Cos. S’holder Litig.”

Ford v. VMWare, Inc. (Del. Ch. 2017). “” 8 Del. C. § 159. The underlying shares of VMware stock that Denali owned through the Class V Group were the personal property of Denali.”

Richard Forman v. CentrifyHealth, Inc. d/b/a CentriHealth (Del. Ch. 2019). “In this case, 108 See 8 Del. C. § 159 (“The shares of stock in every corporation shall be deemed personal property and transferrable as provided in Article 8 of subtitle I of Title 6.”

In re Dell Tech. Inc. Class V Stockholders Litig. (Del. Ch. 2020). “See 8 Del C. §§ 159, 201, 202. Yet the Delaware Supreme Court concluded that “the ability of the Committee effectively to negotiate at arm’s length was compromised by Alcatel’s threats to proceed with a hostile tender offer .”

Foley v. Session Corp. (Del. Ch. 2025). “65 8 Del. C. § 159. 66 See id. §§ 242(a)(4), 251(a)(5).”

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