Delaware Code

8 Del. C. § 510 (2026)

Failure to pay tax or file a complete annual report for 1 year; charter void; extension of time

✓ current as of May 2026

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If any corporation, accepting the Constitution of this State and coming under Chapter 1 of this title, or any corporation which has heretofore filed or may hereafter file a certificate of incorporation under said chapter, neglects or refuses for 1 year to pay the State any franchise tax or taxes, which has or have been, or shall be assessed against it, or which it is required to pay under this chapter, or shall neglect or refuse to file a complete annual franchise tax report, the charter of the corporation shall be void, and all powers conferred by law upon the corporation are declared inoperative, unless the Secretary of State, for good cause shown, shall have given further time for payment of the tax or taxes or the completion of an annual franchise tax report, in which case a certificate thereof shall be filed in the office of the Secretary of State stating the reason therefor. On or before November 30 in each year, the Secretary of State shall notify each corporation which has neglected or refused to pay the franchise tax or taxes assessed against it or becoming due during the year or has refused or neglected to file a complete annual franchise tax report, that the charter of the corporation shall become void unless such taxes are paid and such complete annual franchise tax report is filed on or before March 1 of the following year.

21 Del. Laws, c. 166, § 10; 22 Del. Laws, c. 15, § 9; 27 Del. Laws, c. 21, § 2; Code 1915, § 111; 36 Del. Laws, c. 6, § 10; Code 1935, § 105; 44 Del. Laws, c. 3, § 2; 8 Del. C. 1953, § 510; 55 Del. Laws, c. 90, § 1; 57 Del. Laws, c. 712, §§ 3-5; 58 Del. Laws, c. 450, § 6; 71 Del. Laws, c. 339, § 104; 75 Del. Laws, c. 306, § 23;

Notes of Decisions

Cited in 9 cases (4 in the last 5 years), 2009–2025 · leading case: Boyd v. Wilmington Trust Co., 630 F. Supp. 2d 379 (D. Del. 2009).

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Boyd v. Wilmington Trust Co., 630 F. Supp. 2d 379 (D. Del. 2009). “” 8 Del. C. § 510 (1983 Repl. Vol.). The existence of all Delaware corporations, “whether they expire by their own limitations or are otherwise dissolved,” is continued for three years from such expiration or dissolution “or for such longer period as the Court of Chancery shall…”

Paul Rivera v. Angkor Capital Ltd. (Del. Ch. 2024). · cites it 6× “is void under 8 Del. C. § 510. All powers granted to it under the Delaware General Corporation Law (the “DGCL”) are inoperative.”

James v. United Med. LLC (Del. Super. Ct. 2017). · cites it 2× “(citing 8 Del. C. § 510). 12 Defs.’ Mot. Dismiss ¶ 15.”

Gabayzadeh v. Global Equip. & Mach. Sales Inc. (S.D.N.Y. 2019). · cites it 2× “conferred by law upon [such] corporation[s]” are rendered “inoperative,” 8 Del. C. § 510, and the corporation’s charter is “repealed,” id.”

Timothy Pagliara v. Fed. Nat'l Mortg. Ass'n (Del. Ch. 2017). “17 Section 510 of the Delaware General Corporation Law provides that if a Delaware corporation “refuses or neglects” to pay franchise taxes for one year, the corporation’s certificate of incorporation “shall be void.”

Spanakos v. Page (Del. 2020). “10 During this period, Hawk Systems defaulted on its tax obligations to Delaware and its charter was declared void under 8 Del. C. § 510. Between 2010 and 2012, Spanakos filed multiple direct and derivative actions against Hawk Systems and its directors in the Florida 15th…”

IMO the Est. of Anastasios G. Nastatos (Del. Ch. 2023). “Under 8 Del. C. § 510, “[i]f any corporation . .”

Maldonado's Makeovers v. Jones (Del. Super. Ct. 2025). “(citing 8 Del. C. § 510). 35 Supr. Ct. R. 57. See also Ct.”

Robbins v. TKO Mgmt., LLC, TKO Suites, LLC, & Isaac Esses (Del. Super. Ct. 2025). “Transpolymer is a case analyzing the effects of 8 Del. C. § 510, which applies to Delaware corporations, not LLCs.”

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