Delaware Code

8 Del. C. § 341 (2026)

Law applicable to close corporation

✓ current as of May 2026

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(a) This subchapter applies to all close corporations, as defined in § 342 of this title. Unless a corporation elects to become a close corporation under this subchapter in the manner prescribed in this subchapter, it shall be subject in all respects to this chapter, except this subchapter.

(b) This chapter shall be applicable to all close corporations, as defined in § 342 of this title, except insofar as this subchapter otherwise provides.

8 Del. C. 1953, § 341; 56 Del. Laws, c. 50.;

Notes of Decisions

Cited in 2 cases, 1967–2002 · leading case: In Re Trust Est. of Saulsbury, 233 A.2d 739 (Del. Ch. 1967).

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In Re Trust Est. of Saulsbury, 233 A.2d 739 (Del. Ch. 1967). · cites it 6× “However, long *743 prior to such date, namely on March 23, 1903, the forerunner of present Title 8 Del.C. § 341, which permits a foreign corporation 3 to qualify to do business in Delaware, had been adopted.”

Clemmer v. Cullinane, 14 Mass. L. Rptr. 725 (Mass. Super. Ct. 2002). · cites it 2× “(8 Del. C. §341 et seq.) Although a complaint may not be dismissed simply because it raises a “new theory of liability,” New England Insulation Co.”

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