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

8 Del. C. § 394 (2026)

Reserved power of State to amend or repeal chapter; chapter part of corporation’s charter or certificate of incorporation

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This chapter may be amended or repealed, at the pleasure of the General Assembly, but any amendment or repeal shall not take away or impair any remedy under this chapter against any corporation or its officers for any liability which shall have been previously incurred. This chapter and all amendments thereof shall be a part of the charter or certificate of incorporation of every corporation except so far as the same are inapplicable and inappropriate to the objects of the corporation.

8 Del. C. 1953, §  394;  56 Del. Laws, c. 50;  79 Del. Laws, c. 122, §  11; 
Notes of Decisions
Cited in 16 cases (11 in the last 5 years), 2014–2026 · leading case: Shawe v. Elting, 157 A.3d 152 (Del. 2017).
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Shawe v. Elting, 157 A.3d 152 (Del. 2017). · cites it 2× “It is therefore inconsistent with the 45 8 Del. C. § 394. 23 practical and efficient design of corporate law in the DGCL, to require asset sales and liquidations, simply to allow stockholders to hold their paper shares and receive a final, and likely lower, liquidating dividend.”
Colon v. Bumble, Inc., 305 A.3d 352 (Del. Ch. 2023). · cites it 2× “8 Del. C. § 394. The DGCL sets out rights that shares of stock possess by default (“default rights”), and those rights are automatically incorporated into the certificate of incorporation.”
In re Fox Corp./Snap Inc. Section 242 Litig., 312 A.3d 636 (Del. 2024). · cites it 2× “at B0158)); 8 Del. C. § 394 (“This chapter and all amendments thereof shall be a part of the charter or certificate of incorporation of every corporation except so far as the same are inapplicable and inappropriate to the objects of the corporation.”
In re Fox Corp./Snap Inc. Section 242 Litig., 312 A.3d 636 (Del. 2024). · cites it 2× “at B0158)); 8 Del. C. § 394 (“This chapter and all amendments thereof shall be a part of the charter or certificate of incorporation of every corporation except so far as the same are inapplicable and inappropriate to the objects of the corporation.”
City of Pittsburgh Comprehensive Mun. Pension Trust Fund v. William E. Conway, Jr., No. 2022-0664-MTZ (Del. Ch. Apr. 24, 2024). · cites it 2× “§ 394 (“This chapter and all amendments thereof shall be a part of the charter or certificate of incorporation of every corporation except so far as the same are inapplicable and inappropriate to the objects of the corporation.”
Seavitt v. N-Able, Inc., 321 A.3d 516 (Del. Ch. 2024). · cites it 2× “133 8 Del. C. § 394 (“This chapter and all amendments thereof shall be a part of the charter or certificate of incorporation of every corporation except so far as the same are inapplicable and inappropriate to the objects of the corporation.”
Sciabacucchi v. Salzberg, No. CA 2017-0931-JTL, 2018 WL 6719718 (Del. Ch. Dec. 19, 2018). “”); 8 Del. C. § 394 (“This chapter and all amendments thereof shall be a part of the charter or certificate of incorporation of every corporation except so far as the same are inapplicable and inappropriate to the objects of the corporation.”
Manti Holdings, LLC v. Authentix Acquisition Co., 261 A.3d 1199 (Del. 2021). “8 Del. C. § 394. 55 Sinchareonkul, 2015 WL 292314 , at *6.”
Robert Garfield v. Boxed, Inc., No. 2022-0132-MTZ, 2022 WL 17959766 (Del. Ch. Dec. 27, 2022). “57 8 Del. C. § 394. 58 Siegman v. Palomar Med.”
Stephen Gunderson v. Trade Desk, Inc., 326 A.3d 1264 (Del. Ch. 2024). “” 8 Del. C. § 394; see also Benchmark, 2002 WL 1732423 , at *9 32 Pl.”
Stephen Gunderson v. Trade Desk, Inc., 326 A.3d 1264 (Del. Ch. 2024). “” 8 Del. C. § 394; see also Benchmark, 2002 WL 1732423 , at *9 32 Pl.”
Christiana Care Health Servs., Inc. v. John Carney, No. 2024-0802-LWW (Del. Ch. May 30, 2025). “94 8 Del. C. § 394 (“[The DGCL] and all amendments thereof shall be part of the charter or certificate of incorporation of every corporation .”
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