1 Delaware Corporation Law and Practice § 4.04

Summary

As discussed previously in this chapter, in addition to traditional stock corporations, the statute also authorizes the incorporation of nonstock, sometimes called “membership,” corporations. Many nonstock corporations are nonprofit, charitable organizations, but nonstock corporations can be for profit entities as well.

The statute provides a general rule in Section 114, a “translator” provision, that, with certain enumerated exceptions, provisions in the statute referring to the stockholders of stock corporations apply in the same manner to the members of nonstock corporations. Likewise, references in the statute to the boards of directors of stock corporations also refer to the governing bodies of nonstock corporations, and references to the stock, capital stock and shares of stock of stock corporations refer to the memberships and membership interests of nonstock corporations.

Section 114 also provides certain key definitions related to nonstock corporations. A “nonstock corporation” ...