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United States · Delaware corporate governance

What is the ordinary Delaware stockholders’ meeting notice window?

Unless the chapter provides otherwise, section 222(b) requires written notice not less than ten nor more than sixty days before the meeting to stockholders entitled to vote. Subsection (a) specifies meeting information, remote participation where applicable and record-date disclosures. Special meetings also identify their purposes.

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Period
An ordinary ten-to-sixty-day premeeting notice window
Trigger
The established meeting date and legally effective notice date
Rule
8 Del. C. § 222(a), (b), (c)
8 Del. C. § 222(a), (b), (c)

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.

Source guide · No automated date

What is the ordinary Delaware stockholders’ meeting notice window?

The single backward ten-day preset does not test the ordinary sixty-day maximum, special periods and adjournment facts. This source guide supplies no computed or paid date.

8 Del. C. § 222(a), (b), (c)

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Which established event governs this requirement?

Unless the chapter provides otherwise, section 222(b) requires written notice not less than ten nor more than sixty days before the meeting to stockholders entitled to vote. Subsection (a) specifies meeting information, remote participation where applicable and record-date disclosures. Special meetings also identify their purposes.

Responsible actor. The corporation giving ordinary stockholders’ meeting notice.

Identify the meeting type and every entitled voter.

Obtain the notice and voting record dates and any remote-meeting arrangements.

Compare both statutory notice endpoints and check special-period or adjournment provisions.

Establish the meeting type, entitled recipients, notice content, notice and voting record dates, permitted delivery and any special statutory period. A nearest ten-day endpoint alone does not test the sixty-day maximum or an adjournment branch.

8 Del. C. § 222(a), (b), (c)

Which comparisons must be resolved before counting?

  1. The established meeting date and legally effective notice date
  2. Test both notice-window endpoints and any special chapter rule. Notice effectiveness under section 232 must be established first. The single backward ten-day preset does not test the full window or additional facts, so no computed notice date is supplied.
  3. Give compliant written notice to the required voters by the applicable method. Preserve meeting details, special-meeting purposes, remote-access information if applicable, record dates and effective delivery. Establish the subsection (c) conditions before omitting a new adjourned-meeting notice.

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 backward ten-day preset does not test the ordinary sixty-day maximum, special periods and adjournment facts. This source guide supplies no computed or paid date.

8 Del. C. § 222(a), (b), (c)

What distinguishes these statutory branches?

Fictitious window check. A notice very early before a proposed meeting must satisfy the sixty-day maximum as well as the ten-day minimum. A merger meeting requires its special statutory notice lead. A later adjournment requires its own subsection (c) analysis rather than blind reuse of the original notice.

The single backward ten-day preset does not test the ordinary sixty-day maximum, special periods and adjournment facts. This source guide supplies no computed or paid date.

Which qualifications change this particular requirement?

Special statutory period
Subsection (b) begins unless otherwise provided in this chapter. A merger meeting’s section 251(c) notice requirement cannot be reduced to the ordinary ten-day minimum.
Notice record-date information
Subsection (a) identifies record dates for notice and voting if different. Section 213(a) separately constrains how the board fixes those dates.
Adjournment branch
Subsection (c) supplies conditions for dispensing with another notice and circumstances requiring notice, including the specified long adjournment or new record-date situation. Establish the actual branch rather than assuming every adjournment restarts a standard window.
8 Del. C. § 222(a), (b), (c)
  • Establish the meeting type, entitled recipients, notice content, notice and voting record dates, permitted delivery and any special statutory period. A nearest ten-day endpoint alone does not test the sixty-day maximum or an adjournment branch.
  • The single backward ten-day preset does not test the ordinary sixty-day maximum, special periods and adjournment facts. This source guide supplies no computed or paid date.

Which corporate acts and records must be completed?

Questions about this particular governance requirement

What is the ordinary Delaware stockholders’ meeting notice window?

Is ten days the only constraint?

No. The ordinary notice must also satisfy the sixty-day maximum, and a special chapter provision may supply another period.

8 Del. C. § 222(b)Notice and voting record dates

Does every adjournment require identical fresh notice?

No. Subsection (c) contains specific conditions and exceptions. Check the actual announcement, adjournment length and record-date treatment.

8 Del. C. § 222(c)Merger meeting notice

Does emailing a draft prove notice was given?

Establish a permitted notice method and its effectiveness under section 232, including any email qualifications. Draft circulation is not presumed completed statutory notice.

8 Del. C. § 232(a), (b)Prepare the voting list

Official sources and review

Provisions used (8)
Provisions used in this guide
ProvisionPurpose
8 Del. C. § 222(a), (b), (c)This requirement’s actor, statutory event, period and qualifications
8 Del. C. § 251(c)The separately mapped notice, delivery, holiday, record-date or neighboring procedure
8 Del. C. § 213(a)The separately mapped notice, delivery, holiday, record-date or neighboring procedure
8 Del. C. § 222(c)The separately mapped notice, delivery, holiday, record-date or neighboring procedure
8 Del. C. § 222(b)The separately mapped notice, delivery, holiday, record-date or neighboring procedure
8 Del. C. § 232(a), (b)The separately mapped notice, delivery, holiday, record-date or neighboring procedure
Ct. Ch. R. 6(a), (c)Court filing and counting boundaries, and why corporate acts remain distinct
Ct. Ch. R. 4, 5(c)–(e), 6(a),(c)Court filing and counting boundaries, and why corporate acts remain distinct
Read the official provision

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