When can Chancery compel an annual meeting if no date was designated?

If no annual-meeting date was designated, section 211(c) uses thirteen months after the latest organization of the corporation, last annual meeting or last qualifying written-consent director election. After the stated continuing failure, a stockholder or director may seek a discretionary summary meeting order. The provision does not set a last date to sue.

Responsible actor. A stockholder or director seeking a summary annual-meeting order.

Confirm that no annual-meeting date was designated.

Obtain organization, annual-meeting and qualifying director-election consent records.

Select the latest legally relevant event and verify continued failure.

Establish that no annual date was designated and compare every applicable historical event. Do not use organization alone if a later meeting or qualifying director-election consent occurred. Establish continued failure and actual applicant status.

1. The latest applicable organization, annual meeting or qualifying director-election consent where no date was designated
2. Compare the statutory historical events before considering the thirteen-month failure threshold. Calendar months are not 390 fixed days. No filing expiry or automatic meeting order is computed.
3. Present the corporate history and requested meeting relief to Chancery. Obtain the actual Court order and follow its meeting, record-date and notice directions. The latest-event comparison does not itself commence an application or schedule a 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 single-date preset does not establish the latest historical event, and the provision states a remedy threshold rather than a filing expiry. No computed or paid deadline is supplied.

Fictitious corporate history. Organization predates a later annual meeting, followed by a still later qualifying director-election consent. The consent is the latest relevant event. Reusing the organization date or treating an unrelated consent as an election would select the wrong threshold premise. The Court still determines the remedy.

The single-date preset does not establish the latest historical event, and the provision states a remedy threshold rather than a filing expiry. No computed or paid deadline is supplied.

Latest history controls

The statute names the latest of three event categories. A later annual meeting or qualifying consent displaces an older organization date.

Qualified election consent

Section 211(b) sets the conditions for written consent in lieu of an annual meeting. A consent about unrelated corporate business does not restart this election history.

Court directions remain necessary

Chancery may order the meeting and specify appropriate time, place, record dates and notice. A threshold calculation does not replace judicial action.

• Establish that no annual date was designated and compare every applicable historical event. Do not use organization alone if a later meeting or qualifying director-election consent occurred. Establish continued failure and actual applicant status.
• The single-date preset does not establish the latest historical event, and the provision states a remedy threshold rather than a filing expiry. No computed or paid deadline is supplied.

• Confirm that no annual-meeting date was designated.
• Obtain organization, annual-meeting and qualifying director-election consent records.
• Select the latest legally relevant event and verify continued failure.
• The statute names the latest of three event categories. A later annual meeting or qualifying consent displaces an older organization date.
• Section 211(b) sets the conditions for written consent in lieu of an annual meeting. A consent about unrelated corporate business does not restart this election history.
• Chancery may order the meeting and specify appropriate time, place, record dates and notice. A threshold calculation does not replace judicial action.
• 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.