When can a stockholder ask Chancery to compel a missed designated annual meeting?

Where an annual meeting date was designated, section 211(c) permits Chancery to summarily order a meeting after thirty days of failure to hold it or take qualifying written-consent action electing directors instead. A stockholder or director applies for the discretionary remedy. The thirty days do not prescribe a last date to sue.

Responsible actor. A stockholder or director applying for a summary meeting order.

Obtain the bylaws or other valid designation of the annual-meeting date.

Check actual meeting and qualifying director-election consent history.

Identify the applicant’s stockholder or director status and requested Court relief.

Establish an actually designated annual-meeting date and the continuing failure to hold the meeting or take qualifying director-election consent action. An undesignated date invokes the separate thirteen-month branch. The Court still decides whether to order the meeting.

1. Failure after the designated annual-meeting date, without qualifying director-election consent
2. This provision identifies when the stated failure can support a remedy. It does not impose an expiry for filing. Review the actual continuing failure and qualifying consent history rather than presenting day thirty as a deadline to sue.
3. Present the actual designated date, meeting failure, director-election history and requested relief in the Court application. Obtain the Court’s order. A threshold date is neither a filed application nor an automatically scheduled meeting.

Current Delaware Code and retained Chancery compilation reviewed. An editorial check does not establish an amendment commencement date. Establish the statutory version applicable to the actual transaction. The Court compilation is current through June 1, 2026.

The preset presents a remedy threshold as a due date. No fixed filing expiry is stated, so this guide supplies no computed or paid deadline.

Fictitious failure sequence. A designated annual-meeting date passes without the meeting or qualifying director-election consent. The continuing thirty-day failure may support an application by a stockholder or director. An actual later meeting or qualifying consent changes the premise. No automatically compelled meeting or filing expiry follows.

The preset presents a remedy threshold as a due date. No fixed filing expiry is stated, so this guide supplies no computed or paid deadline.

Qualifying director election

Section 211(b) governs written consent in lieu of the annual meeting. A nonunanimous consent has the specified vacant-directorship condition. Any ordinary corporate consent is not automatically a qualifying annual election.

Discretionary order

The Court may summarily order the meeting and determine appropriate meeting, record-date and notice directions. Passage of thirty days does not itself issue an order.

No automatic dissolution

Failure to hold the annual meeting does not generally invalidate otherwise valid corporate acts or work a forfeiture or dissolution under subsection (c).

• Establish an actually designated annual-meeting date and the continuing failure to hold the meeting or take qualifying director-election consent action. An undesignated date invokes the separate thirteen-month branch. The Court still decides whether to order the meeting.
• The preset presents a remedy threshold as a due date. No fixed filing expiry is stated, so this guide supplies no computed or paid deadline.

• Obtain the bylaws or other valid designation of the annual-meeting date.
• Check actual meeting and qualifying director-election consent history.
• Identify the applicant’s stockholder or director status and requested Court relief.
• Section 211(b) governs written consent in lieu of the annual meeting. A nonunanimous consent has the specified vacant-directorship condition. Any ordinary corporate consent is not automatically a qualifying annual election.
• The Court may summarily order the meeting and determine appropriate meeting, record-date and notice directions. Passage of thirty days does not itself issue an order.
• Failure to hold the annual meeting does not generally invalidate otherwise valid corporate acts or work a forfeiture or dissolution under subsection (c).
• Rule 5(c)(2)(B) treats a self-represented paper filing as filed when delivered to the Register in Chancery with the required fee. Mailing alone is not delivery. Under Rule 5(d), an original complaint or notice of appeal is electronically filed by midnight. A paper in a summary proceeding or an action actually ordered expedited is served or filed by midnight. Other papers in other actions use 5 p.m. Delaware local time. Establish the actual branch and preserve the completed filing receipt. Rule 5(e) relief for a failed electronic attempt requires satisfactory proof and the Court’s determination. An unsuccessful attempt does not automatically extend the date.