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.
- 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)
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?
- The first qualifying delivery of a consent to the corporation
- 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.
- 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.
| Step | What is counted | Date |
|---|---|---|
| Established event | The first qualifying delivery of a consent to the corporation | Saturday, August 1, 2026 |
| Ordinary component | Event 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 variant | Event 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 branch | Event 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 |
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.
Try these dates in the calculatorWhich 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.
- 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
How long may sufficient Delaware stockholder consents be delivered after the first consent?
Does the first signature start these sixty days?
No. The statutory aggregation window uses the first date on which a consent is delivered to the corporation.
8 Del. C. § 228(c)Missed annual election meetingCan I email every consent to any corporate address?
Establish subsection (d)’s designated electronic-system branch or another permitted delivery channel. An ordinary address does not prove statutory delivery.
8 Del. C. § 228(d)Undesignated annual meeting historyDoes sixty days also specify when nonconsenting holders receive notice?
No. Subsection (e) uses prompt notice for its stated action. It does not replace that requirement with the sixty-day aggregation period.
8 Del. C. § 228(e)Nonmeeting appraisal demandOfficial sources and review
Provisions used (7)
| Provision | Purpose |
|---|---|
| 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 |