DE HB375

Creates new Section 267 allowing short-form mergers of Delaware corporations with parent non-corporate entities (partnerships, LLCs, etc.) when the parent owns at least 90% of the subsidiary's stock.

Amends multiple sections (251, 252, 254, 263, 264) to clarify that merger agreements may completely amend and restate the surviving corporation's certificate of incorporation.

Modifies indemnification provisions (Section 145) to clarify when determinations of indemnification propriety apply and to allow advancement of expenses to former directors and officers serving at the corporation's request.

Expands types of entities that may serve as registered agents for foreign corporations to include partnerships, LLCs, and statutory trusts in addition to individuals and domestic corporations.

Updates process service provisions throughout the code to permit electronic transmission of service to the Secretary of State and require certified notification by mail or courier with delivery confirmation.