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United States · Delaware corporate governance

How long may sufficient Delaware stockholder consents be delivered after the first consent?

Section 228(c) makes corporate action effective only if enough signed consents are delivered in the required manner within sixty days of the first delivery of a consent to the corporation. The trigger is first delivery, not first signature. A separately instructed future effective time has a different sixty-day constraint.

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Period
Sixty calendar days from first qualifying consent delivery
Trigger
The first qualifying delivery of a consent to the corporation
Rule
8 Del. C. § 228(c), (d), (e)
8 Del. C. § 228(c), (d), (e)

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.

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Which established event governs this requirement?

Section 228(c) makes corporate action effective only if enough signed consents are delivered in the required manner within sixty days of the first delivery of a consent to the corporation. The trigger is first delivery, not first signature. A separately instructed future effective time has a different sixty-day constraint.

Responsible actor. The stockholders delivering sufficient consents and the corporation establishing the consent action.

Check the certificate, applicable corporate action and stockholder record-date rules.

Identify the first consent actually delivered under subsection (d).

Verify that sufficient signed consents reach the corporation inside the statutory window.

Establish that written consent is permitted, the relevant record holders, sufficient votes and actual section 228(d) delivery. This component does not decide consent validity, the required vote, charter restrictions or future-effect instructions.

8 Del. C. § 228(c), (d), (e)

How is this corporate calendar-day component counted?

  1. The first qualifying delivery of a consent to the corporation
  2. Count sixty calendar days from the first legally qualifying delivery. Do not replace delivery with signature. This corporate window does not receive Chancery’s Court short-period, mail or closure treatment. The nominal final date remains subject to corporate last-day review.
  3. Deliver enough properly signed consents through the statutory channel. Preserve the first delivery, every sufficient-holder consent and corporate receipt. Section 228(e) requires prompt notice of specified less-than-unanimous action to nonconsenting stockholders; that notice has no fixed sixty-day due date here.

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.

Reviewed coverage combines the current Delaware Code with the retained June 1, 2026 Chancery compilation. Supported calculators cover established events and final dates from June 1, 2026 through December 31, 2027. This editorial boundary is not statutory commencement or a finding of lateness. Earlier events, backward periods crossing the boundary and later results require renewed edition review. No computed or paid date is supplied outside this coverage.

8 Del. C. § 228(c), (d), (e)

What do independently derived examples show?

Fictitious example

Fictitious consents first delivered through a section 228(d) channel on the input date. An earlier signature does not start this delivery window. No future-effective instruction is assumed.

Example counting steps
StepWhat is countedDate
Established eventThe first qualifying delivery of a consent to the corporationSaturday, August 1, 2026
Ordinary componentEvent on Saturday, August 1, 2026. The nominal 60-day component is 2026-09-30. No Court short-period exclusion or Court-closure adjustment applies. No mail addition applies.Wednesday, September 30, 2026
Weekend or holiday variantEvent on Tuesday, August 4, 2026. The nominal 60-day component is 2026-10-03. No Court short-period exclusion or Court-closure adjustment applies. No mail addition applies.Saturday, October 3, 2026
Material branchEvent on Tuesday, September 8, 2026. The nominal 60-day component is 2026-11-07. No Court short-period exclusion or Court-closure adjustment applies. No mail addition applies.Saturday, November 7, 2026
Example resultWednesday, September 30, 2026

Fictitious established facts. These examples do not establish entitlement, completed corporate acts or filing, legally effective service, applicable statutory version or an extension. Establish that written consent is permitted, the relevant record holders, sufficient votes and actual section 228(d) delivery. This component does not decide consent validity, the required vote, charter restrictions or future-effect instructions.

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Which qualifications change this particular requirement?

Permitted delivery
Subsection (d) identifies delivery to the principal place of business, the record-custodian officer or agent, the registered office using the specified methods, or an expressly designated electronic system. Any ordinary inbox is not presumed designated.
Future-effect instructions
Subsection (c) separately addresses instructions for effectiveness at a future time within sixty days after the instruction is given. That instruction clock is not first-delivery aggregation.
Record date and prompt notice
Section 213(b) supplies consent record-date rules. Subsection 228(e) separately addresses prompt notice after less-than-unanimous action. The sixty-day delivery window does not settle either requirement.
Editorial coverage
Reviewed coverage combines the current Delaware Code with the retained June 1, 2026 Chancery compilation. Supported calculators cover established events and final dates from June 1, 2026 through December 31, 2027. This editorial boundary is not statutory commencement or a finding of lateness. Earlier events, backward periods crossing the boundary and later results require renewed edition review. No computed or paid date is supplied outside this coverage.
8 Del. C. § 228(c), (d), (e)
  • Establish that written consent is permitted, the relevant record holders, sufficient votes and actual section 228(d) delivery. This component does not decide consent validity, the required vote, charter restrictions or future-effect instructions.
  • The date is limited to this stated component and its established facts.

Which corporate acts and records must be completed?

Questions about this particular governance requirement

Official sources and review

Provisions used (7)
Provisions used in this guide
ProvisionPurpose
8 Del. C. § 228(c), (d), (e)This requirement’s actor, statutory event, period and qualifications
8 Del. C. § 228(d)The separately mapped notice, delivery, holiday, record-date or neighboring procedure
8 Del. C. § 228(c)The separately mapped notice, delivery, holiday, record-date or neighboring procedure
8 Del. C. § 213(b)The separately mapped notice, delivery, holiday, record-date or neighboring procedure
8 Del. C. § 228(e)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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