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

8 Del. C. § 352 (2026)

Appointment of custodian for close corporation

✓ current as of May 2026
Find cases: SyfertCases citing this section DE-DELCdelcode.delaware.gov JustiaTitle on Justia CornellLII Search CasesGoogle Scholar

(a) In addition to § 226 of this title respecting the appointment of a custodian for any corporation, the Court of Chancery, upon application of any stockholder, may appoint 1 or more persons to be custodians, and, if the corporation is insolvent, to be receivers, of any close corporation when:

(1) Pursuant to § 351 of this title the business and affairs of the corporation are managed by the stockholders and they are so divided that the business of the corporation is suffering or is threatened with irreparable injury and any remedy with respect to such deadlock provided in the certificate of incorporation or bylaws or in any written agreement of the stockholders has failed; or

(2) The petitioning stockholder has the right to the dissolution of the corporation under a provision of the certificate of incorporation permitted by § 355 of this title.

(b) In lieu of appointing a custodian for a close corporation under this section or § 226 of this title the Court of Chancery may appoint a provisional director, whose powers and status shall be as provided in § 353 of this title if the Court determines that it would be in the best interest of the corporation. Such appointment shall not preclude any subsequent order of the Court appointing a custodian for such corporation.

8 Del. C. 1953, §  352;  56 Del. Laws, c. 50.; 
Notes of Decisions
Cited in 2 cases (1 in the last 5 years), 2017–2022 · leading case: Shawe v. Elting, 157 A.3d 152 (Del. 2017).
Sort: Relevance Newest Treatment
Shawe v. Elting, 157 A.3d 152 (Del. 2017). “44 8 Del. C. § 352(a)(1). To invoke management by the stockholders pursuant to Section 351, the corporation must be a close corporation, its certificate of incorporation must “provide that the business of the corporation shall be managed by the stockholders of the corporation…”
In the Matter of Forum Mobile, Inc. (Del. Ch. 2022). “” 8 Del. C. § 352(a)(2). 21 custodian does not have authority to continue the business.”
— 8 Del. C. § 352(a)(1) — 1 case
Shawe v. Elting, 157 A.3d 152 (Del. 2017). “44 8 Del. C. § 352(a)(1). To invoke management by the stockholders pursuant to Section 351, the corporation must be a close corporation, its certificate of incorporation must “provide that the business of the corporation shall be managed by the stockholders of the corporation…”
— 8 Del. C. § 352(a)(2) — 1 case
In the Matter of Forum Mobile, Inc. (Del. Ch. 2022). “” 8 Del. C. § 352(a)(2). 21 custodian does not have authority to continue the business.”
Annotations are extracted automatically from the opinions in the Syfert caselaw corpus and ranked by authority, recency, and treatment. Dots show Syfertize treatment of the citing case itself.