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 § 346

Title8

Ch. 1GENERAL CORPORATION LAW

Subch.Close Corporations; Special Provisions

This text of Delaware § 346 (Voluntary termination of close corporation status by amendment of certificate of incorporation; vote required) is published on Counsel Stack Legal Research, covering Delaware primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Del. Code tit. 8, § 346 (2026).

Text

(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

Free access — add to your briefcase to read the full text and ask questions with AI

(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.