What is required when a corporation sells, leases, exchanges, or otherwise disposes of all or substantially all of its assets? Answer: Requires shareholder approval & board of directors recommendation of approval.
Follow-up question: What vote is required by the shareholder? It’s not just a majority vote of those present. It’s a majority of all the votes entitled to be cast. So, if you have 20,000 outstanding voting shares, then to carry, the shareholder vote must be 10,001 or greater.
Now if the corporation’s articles of incorporation or adopted by-laws require a greater vote (eg. supermajority), then follow those rules.
TIP: If the corporation is in the process of listing the assets that will be substantially all its assets, put in the contract for sale a clause that the sale is conditioned upon shareholder approval.
Here’s the statute, NCGS 55-12-02 “Disposition of Assets Requiring Shareholder Approval” https://www.ncleg.net/EnactedLegislation/Statutes/PDF/BySection/Chapter_55/GS_55-12-02.pdf
Seek an attorney to help in advance of dissolving a corporation. Make sure shareholder and board of director minutes are up to date and give proper authorizations.
For your corporate, partnership, LLC, and commercial legal needs, including contracts, advice, and litigation, contact the attorneys at Hendrick Bryant Nerhood Sanders & Otis at 336-723-7200
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