8 Del. C. § 275(b): dissolution needs a majority of the outstanding voting stock (8 Del. C. § 275(a)-(c))
A Delaware corporation dissolves on a board resolution and the vote of a majority of its outstanding voting stock, or on the written consent of every stockholder entitled to vote (275(c)). Investors who hold that stock vote on it.
Dated 21 Oct 2026Source checked 21 Oct 2026Basis: primary text
In the source's own words
“If a majority of the outstanding stock of the corporation entitled to vote thereon shall vote for the proposed dissolution, a certification of dissolution shall be filed with the Secretary of State”
Where it was read
Also read from the same source
- Does the company selling the data own it, and has someone with authority approved the sale?
- Has the board approved the licence, and do investor agreements or charters give investors a veto over selling or licensing key assets?
- 8 Del. C. § 278 (continuation of dissolved corporation) (8 Del. C. § 278)
- 8 Del. C. § 281(b): plan of distribution of a dissolved Delaware corporation (8 Del. C. § 281(b))
- 8 Del. C. § 271(a): selling all or substantially all assets needs a stockholder vote (8 Del. C. § 271(a))
- 8 Del. C. § 279: the Court of Chancery appoints trustees or receivers for a dissolved corporation (8 Del. C. § 279)
Figures it counts in
It is shown on its own, not counted into a figure.
Cited in this guide