Delaware § 346 Voluntary termination of close corporation status by amendment of certificate of incorporation; vote required

Delaware Statutes

§ 346 — Voluntary termination of close corporation status by amendment of certificate of incorporation; vote required

Delaware·Title 8·Ch. 1 GENERAL CORPORATION LAW·Subch. Close Corporations; Special Provisions

(a)A corporation may voluntarily terminate its status as a close corporation and cease to be subject to this subchapter by amending its certificate of incorporation to delete therefrom the additional provisions required or permitted by § 342 of this title to be stated in the certificate of incorporation of a close corporation. Any such amendment shall be adopted and shall become effective in accordance with § 242 of this title, except that it must be approved by a vote of the holders of record of at least2/3of the shares of each class of stock of the corporation which are outstanding.

(b)The certificate of incorporation of a close corporation may provide that on any amendment to terminate its status as a close corporation, a vote greater than2/3or a vote of all shares of any class shall

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(a) A corporation may voluntarily terminate its status as a close corporation and cease to be subject to this subchapter by amending its certificate of incorporation to delete therefrom the additional provisions required or permitted by § 342 of this title to be stated in the certificate of incorporation of a close corporation. Any such amendment shall be adopted and shall become effective in accordance with § 242 of this title, except that it must be approved by a vote of the holders of record of at least2/3of the shares of each class of stock of the corporation which are outstanding.

(b) The certificate of incorporation of a close corporation may provide that on any amendment to terminate its status as a close corporation, a vote greater than2/3or a vote of all shares of any class shall be required; and if the certificate of incorporation contains such a provision, that provision shall not be amended, repealed or modified by any vote less than that required to terminate the corporation’s status as a close corporation.

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