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

8 Del. C. § 383 (2026)

Actions by and against unqualified foreign corporations

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

(a) A foreign corporation which is required to comply with §§ 371 and 372 of this title and which has done business in this State without authority shall not maintain any action or special proceeding in this State unless and until such corporation has been authorized to do business in this State and has paid to the State all fees, penalties and franchise taxes for the years or parts thereof during which it did business in this State without authority. This prohibition shall not apply to any successor in interest of such foreign corporation.

(b) The failure of a foreign corporation to obtain authority to do business in this State shall not impair the validity of any contract or act of the foreign corporation or the right of any other party to the contract to maintain any action or special proceeding thereon, and shall not prevent the foreign corporation from defending any action or special proceeding in this State.

8 Del. C. 1953, §  383;  56 Del. Laws, c. 50;  56 Del. Laws, c. 186, §  30;  79 Del. Laws, c. 122, §  9; 
Notes of Decisions
Cited in 10 cases, 1968–2019 · leading case: Loew's Theatres, Inc. v. Com. Credit Co., 243 A.2d 78 (Del. Ch. 1968).
Sort: Relevance Newest Treatment
Loew's Theatres, Inc. v. Com. Credit Co., 243 A.2d 78 (Del. Ch. 1968). · cites it 3× “Commercial Credit has moved under 8 Del.C. § 383 3 to dismiss the complaint on the ground that Loew’s is without authority or capacity to maintain the action.”
Farmers Bank v. Sinwellan Corp., 367 A.2d 180 (Del. 1976). “” The penalty for failure to comply with § 371 is found in 8 Del.C. § 383, which provides : “(a) A foreign corporation which is required to comply with §§ 371 and 372 of this title and which has done business in this State without authority shall not maintain any action or…”
Coyle v. Peoples, 349 A.2d 870 (Del. Super. Ct. 1975). · cites it 4× “II Under 8 Del.C. § 383, a foreign corporation unqualified under 8 Del.”
G. R. Sponaugle & Sons, Inc. v. McKnight Constr. Co., 304 A.2d 339 (Del. Super. Ct. 1973). “§ 371 at the time of the filing of this action.”
Financeamerica Private Brands, Inc. v. Harvey Hall, Inc., 366 A.2d 836 (Del. Super. Ct. 1976). · cites it 2× “III With respect to the contention that plaintiff as a corporation is not entitled to bring this action because the complaint does not show that it has qualified to do business in Delaware as provided in 8 Del.”
Stauffer Chem. Co. v. Keysor-Century Corp., 541 F. Supp. 239 (D. Del. 1982). “8 Del.C. § 383 provides in pertinent part as follows: (a) A foreign corporation which is required to comply with §§ 371 and 372 of this title and which has done business in this State without authority shall not maintain any action or special proceeding in this State unless and…”
Sinwellan Corp. v. Farmers Bank of Delaware, 345 A.2d 430 (Del. Super. Ct. 1975). “Under 8 Del.C. § 383, a foreign corporation which has failed to register to do business in the State of Delaware, but is nevertheless “doing business”, is prevented from maintaining an action until it has paid all fees, penalties and franchise taxes for the time it did business…”
Netcarrier Telecom Inc v. Tidemark Fcu Found. Inc. (Del. Ct. Com. Pl. 2019). · cites it 5× “On February 28, 2019, Defendant filed a Motion to Dismiss pursuant to Court of Common Pleas Civil Rule 12(b)(6) and 8 Del. C. §383. Defendant claims Plaintiff may not bring this action under 8 Del.”
Profast Com. Flooring, Inc. v. Landis, Ltd. (Del. Super. Ct. 2016). · cites it 2× “§ 37 l, Defendant asserts that 8 Del. C. § 383 prohibits Plaintiff from maintaining this action.”
Bond Assocs., Inc. v. Cont'l Arms, Inc., 310 A.2d 875 (Del. 1973). “II Fala further contends that Bond is barred from bringing the present action by 8 Del.C. § 383(a) because it failed to comply with the provisions for registration (8 Del.”
— 8 Del. C. § 383(a) — 3 cases
G. R. Sponaugle & Sons, Inc. v. McKnight Constr. Co., 304 A.2d 339 (Del. Super. Ct. 1973). “§ 371 at the time of the filing of this action.”
Profast Com. Flooring, Inc. v. Landis, Ltd. (Del. Super. Ct. 2016). “§ 37 l, Defendant asserts that 8 Del. C. § 383 prohibits Plaintiff from maintaining this action.”
Bond Assocs., Inc. v. Cont'l Arms, Inc., 310 A.2d 875 (Del. 1973). “II Fala further contends that Bond is barred from bringing the present action by 8 Del.C. § 383(a) because it failed to comply with the provisions for registration (8 Del.”
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.