Corporate Sale of Substantially All Assets Approval Requirements by State
When does an ordinary domestic private business corporation need board and shareholder approval to sell, lease, exchange, or otherwise dispose of all or substantially all assets outside the ordinary course, and what trigger, quantitative, notice, vote, class, subsidiary, dissolution, encumbrance, abandonment, appraisal, and statutory-effect rules apply?
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What this survey covers
A commercial asset-purchase agreement and the seller corporation's internal approval are different records. This survey compares when the corporation statute requires board and shareholder action, how it defines or cabins the trigger, what notice and vote apply, and what express exceptions and exit routes the statute supplies.
Why the state architecture matters
D.C. uses the significant-continuing-business model. Shareholder approval is required if the disposition would leave no significant continuing business activity, and retaining at least 25% of total assets plus 25% of either pretax continuing income or continuing revenue is a conclusive safe harbor. D.C. Code § 29-310.02 (accessed September 5, 2026).
Wyoming follows that core structure but expressly treats active or passive investment holding, maintenance, or management as significant activity and adds its own subsidiary-value rules. Wyo. Stat. §§ 17-16-1201 to -1202 (accessed September 5, 2026).
Delaware instead uses “all or substantially all” property and assets, including goodwill, franchises, and wholly owned subsidiary assets. It requires board action and a majority of all outstanding voting stock at a meeting on at least 20 days' notice, while generally exempting a transfer to a wholly owned and controlled subsidiary unless the certificate provides otherwise. 8 Del. C. § 271 (accessed September 5, 2026).
California also uses an all-or-substantially-all trigger. Its current § 1001 requires board approval of the principal terms and approval by the outstanding shares unless the disposition is in the usual and regular course; controlled or common-control transactions can invoke a separate 90%-of-voting-power rule. Cal. Corp. Code § 1001, as amended by 2022 Cal. Stat. ch. 617, § 19 (official authenticated chaptered text accessed September 5, 2026).
Older statutes produce different approval denominators and exceptions. Alaska uses a two-thirds outstanding-share vote and raises the threshold to 90% for a controlled or common-control buyer unless its nonredeemable-common-share exception applies. Alaska Stat. §§ 10.06.568 to .570 (accessed September 5, 2026). Rhode Island ordinarily uses a majority of all entitled shares, but sends cash transfers and transfers to a subsidiary with at least two-thirds of election voting power to its no-shareholder-approval route. R.I. Gen. Laws §§ 7-1.2-1101 to -1102 (accessed September 5, 2026).
Consent can change more than the meeting mechanics. Maine permits ordinary written approval under its general consent statute, but consent from every shareholder, including nonvoters, eliminates the board resolution, transaction notice, and dissent rights. 13-C M.R.S. § 1202(9) (accessed September 5, 2026).
Some statutes also state a transaction effect. North Dakota says a disposition under its asset-transfer section is not a merger or de facto merger and rejects transferee liability based solely on continuation, while preserving liability created by the parties' contract or agreement, the corporation chapter, or other state statutes. N.D.C.C. § 10-19.1-104(4) (accessed September 5, 2026).
Scope boundaries
This survey reports statutory trigger language and procedure. It does not decide whether a real transaction crosses a qualitative or numerical threshold, value the retained business, interpret a commercial agreement, or predict appraisal, fiduciary, successor-liability, creditor, tax, securities, antitrust, or other transaction consequences.
State by state
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| State | Governing law, corporation, assets, and transaction scope | Ordinary-course, significant-activity, and substantially-all trigger | Quantitative safe harbor, subsidiaries, and investment-holding tests | Board resolution, recommendation, conflict exception, and conditioning | Shareholder meeting notice, nonvoting holders, terms, and consideration | Vote denominator, classes/groups, articles, and higher thresholds | Ordinary-course, encumbrance, subsidiary, distribution, and dissolution exclusions | Agreement execution, closing, abandonment, and contract rights | Appraisal/dissent notice and transaction effect | Fiduciary, successor-liability, creditor, tax, antitrust, securities, and fact boundaries |
|---|---|---|---|---|---|---|---|---|---|---|
| Alabama verified 2026-09-05 | Alabama Business Corporation Law, tit. 10A ch. 2A; ordinary corporation. Covers sale, lease, exchange, or other disposition of assets not within § 10A-2A-12.01 when no significant continuing activity remains; corporate property/assets include wholly owned controlled subsidiaries' property/ assets (§ 10A-2A-12.02(a), (h)) |
Trigger is non-exempt disposition leaving corporation without significant continuing business activity, not an express all/substantially-all formula. Usual/regular-course disposition of any/all assets is exempt unless certificate opts in (§§ 10A-2A-12.01(a)(1), 10A-2A-12.02(a)) |
Conclusive retained-activity safe harbor: ≥25% prior-fiscal-year total assets AND ≥25% of either continuing pretax income OR continuing revenue, consolidated with subsidiaries. Property/assets include every wholly owned, directly/indirectly controlled entity; no valuation or investment-holding rule stated (§ 10A-2A-12.02(a), (h)) |
Board first adopts authorizing resolution and recommends approval unless conflicts/special circumstances support no recommendation or § 10A-2A-8.26 applies; board informs stockholders of basis. Board may condition approval or effectiveness; corporation may agree to submit after board withdraws recommendation (§§ 10A-2A-8.26, 10A-2A-12.02(b)-(c)) |
All voting/nonvoting stockholders get 10-60-day meeting notice stating purpose and describing disposition, including terms, conditions, and consideration. Written consent uses meeting-equivalent votes by default, 60-day collection, and ≤10-day later notice/materials to nonvoters and nonconsenters (§§ 10A-2A-7.04 to -7.05, 10A-2A-12.02(d)) |
Meeting quorum is majority of votes entitled; with quorum, voting-group approval means votes cast favoring exceed votes cast opposing. Certificate or board condition may require greater vote/quorum; § 12.02 states no automatic separate group vote or lower route (§§ 10A-2A-7.25, 10A-2A-12.02(c), (e)) |
Unless certificate expressly opts in as required: usual-course any/all assets, any-course encumbrance, wholly owned entity transfer, pro rata asset distribution, secured-party exercise, and qualifying liability-reducing alternative sale exempt. Dissolution disposition is outside § 12.02 (§§ 10A-2A-12.01, 10A-2A-12.02(g)) |
Corporation may agree to submit despite later adverse board recommendation; board may condition approval/effectiveness. After approval and before consummation, corporation may abandon without stockholder action, subject to other parties' contract rights. No separate filing stated (§§ 10A-2A-8.26, 10A-2A-12.02(c), (f)) |
Eligible voter gets appraisal on consummated § 12.02 disposition, subject to net-assets-distribution, certificate opt-out, market, consideration, interested-transaction, and preferred-stock limits. Meeting notice states availability conclusion; pre-vote intent/no favorable vote and post-effect 10-day notice with 40-60-day response apply (§§ 10A-2A-13.02, -13.20 to -.22) |
Good-faith transferee/value protection can preserve qualifying encumbered- asset sale despite valuation-condition failure, without blocking preclosing injunction or duty-based damages. Approval does not decide significant- activity facts, fiduciary compliance, successor liability, creditors, tax, securities, antitrust, employment, environment, licensing, or regulation (§ 10A-2A-12.01(c)) |
| Alaska verified 2026-10-06 | Alaska Corporations Code §§ 10.06.568-.570; ordinary domestic for-profit corporation. Covers sale, lease, exchange, or other disposition of all/substantially-all property/assets with/without goodwill; cash, property, shares, obligations, or securities as consideration (§ 10.06.568(a)) |
Board-and-holder route applies to all/substantially-all property/assets outside usual/regular course. No significant-continuing-activity formulation stated; ordinary-course disposition is outside the approval section (§ 10.06.568(a)) |
No asset/income/revenue safe harbor, consolidated-subsidiary test, subsidiary valuation/transfer exclusion, or investment-holding rule stated. Separate controlled/common-control sale can require 90% seller vote (§ 10.06.570(b)) |
Board approves resolution recommending disposition and submits it at regular/ special meeting. No conflict/special-circumstances nonrecommendation or conditioning branch stated; holders may fix or delegate terms, conditions, consideration (§§ 10.06.568(b), .570(a)) |
Every record holder, voting or nonvoting, gets ≥20-day notice stating annual/ special meeting purpose and including the dissent provisions. No transaction-description, terms, conditions, or consideration attachment stated; consent requires all outstanding entitled shares (§§ 10.06.423, .568(b)) |
At least 2/3 of all outstanding shares plus 2/3 of each class entitled to vote separately. Controlled/common-control buyer requires ≥90% seller shares unless nonredeemable-common-share exception; shareholder agreement cannot alter/waive the vote section (§§ 10.06.424(e), .570) |
Ordinary-course disposition is outside the approval section. No mortgage/security-interest, subsidiary-transfer, pro rata distribution, or investment-holding exclusion stated. Winding-up board may make cash disposition with or without ordinary approval and without dissent (§ 10.06.660(7)) |
The two approval sections state no statutory agreement, signature, filing, amendment, or closing procedure. After shareholder approval, the board may abandon the disposition without another shareholder vote, subject to third-party contract rights (§ 10.06.572) |
Dissent covers non-usual-course sale/exchange of all/substantially-all assets, including dissolution sale, but not lease/other disposition, court-order sale, qualifying cash/1-year distribution, or exchange-listed shares unless articles restore. Notice includes the dissent provisions (§§ 10.06.568(b), .574) |
Approval does not decide usual-course/substantially-all facts, fairness, fiduciary compliance, successor liability, fraudulent transfer, creditors, tax, securities, antitrust, employment, environmental, licensing, or other external law (§§ 10.06.568-.570) |
| Arizona verified 2026-09-05 | Arizona Business Corporation Act, Title 10, ch. 12; domestic for-profit corporation under Title 10, chs. 1-17. Covers sale, lease, exchange, or other disposition of all/substantially all property, with or without goodwill (§§ 10-140(14), 10-1201 to -1202) |
Shareholder approval applies to all/substantially-all property outside the usual and regular course; usual-course disposition follows § 10-1201 and needs no shareholder vote unless articles require it. No significant- continuing-activity formulation (§§ 10-1201(A)(1), (B), 10-1202(A)) |
No percentage safe harbor, consolidated-basis formula, subsidiary-valuation method, or investment-holding test in complete ch. 12. Transfer of any/all property to a corporation whose every share is owned by transferor is a separate no-vote route unless articles require approval (§ 10-1201(A)(3), (B)) |
Board proposes transaction and determines terms, conditions, and consideration; it recommends approval unless conflict/special circumstances justify no recommendation and the basis is communicated with submission. Board may condition submission on any basis (§ 10-1202(A)-(C)) |
Every shareholder, voting or not, gets meeting notice 10-60 days before, stating asset-disposition purpose and containing/accompanying transaction description. General written-consent route uses meeting-equivalent minimum, subject to unanimity branches and nonconsenter/nonvoter notices (§§ 10-704, 10-705, 10-1202(D)) |
Default is majority of all votes entitled to be cast, not votes cast. Articles or board condition may require a greater vote or voting-group vote; § 10-1202 states no automatic class/series vote for this transaction (§ 10-1202(C), (E)) |
Unless articles require approval, no shareholder vote for usual-course disposition, any mortgage/pledge/debt dedication/other encumbrance, or transfer to a wholly owned corporation. Distribution follows § 10-640, not § 10-1202; no dissolution exclusion, and dissent statute includes a sale in dissolution subject to exceptions (§§ 10-1201, 10-1202(G), 10-1302(A)(3)) |
Chapter 12 prescribes no separate statutory agreement, signature, filing, closing, or amendment procedure. After authorization, transaction may be abandoned without further shareholder action, subject to contractual rights (§ 10-1202(F)) |
Voting holder has dissent/payment right on consummated outside-course sale/exchange of all/substantially-all property, including sale in dissolution, except court-ordered sale or qualifying cash sale with net proceeds distributed within 1 year; articles/bylaws/board may add rights. Meeting notice flags rights and includes article; investment-company and market/2,000-holder limits apply (§§ 10-1302, 10-1320) |
Chapter 12 supplies internal authorization and abandonment rules, not a finding that facts cross the qualitative trigger or that the transaction is fair, valid, enforceable, nonfraudulent, or compliant with fiduciary, successor-liability, creditor, tax, securities, antitrust, employment, environmental, licensing, or regulatory law (§§ 10-1201 to -1202) |
| Arkansas verified 2026-09-05 | Arkansas Business Corporation Act; domestic for-profit corporation. Covers sale, lease, exchange, or other disposition of all/substantially-all property, with/without goodwill, on board-determined terms/consideration (§§ 4-27-101, -140(4), -1202(a)) |
Trigger is all/substantially-all property outside usual and regular course; no significant-continuing-activity formulation stated. Usual-course disposition is exempt unless articles/chapter require approval (§§ 4-27-1201(a)(1), (b), -1202(a)) |
No percentage safe harbor, consolidated-subsidiary test, subsidiary valuation rule, or investment-holding rule stated. Transfer to corporation whose every share seller owns is vote-free by default (§ 4-27-1201(a)(3), (b)) |
Board proposes and determines terms, conditions, consideration; recommends unless conflict/special circumstances, then communicates basis. May condition submission on any basis (§ 4-27-1202(a)-(c)) |
Every voting/nonvoting holder gets 10-60-day notice stating purpose and describing transaction; § 1202 does not require terms/consideration in notice. Meeting-equivalent consent allowed; nonvoters get same materials at least 10 days before action (§§ 4-27-704, -705, -1202(d)) |
Majority of all votes entitled to be cast; articles or board condition may require greater vote or voting groups. No independent class/series vote or bylaw-based higher threshold stated (§ 4-27-1202(c), (e)) |
Unless articles/chapter require vote: usual-course all/substantially-all, any-course encumbrance, and transfer to wholly owned corporation exempt. Distribution follows § 4-27-640, not § 1202; no dissolution or court-order exclusion stated in approval sections (§§ 4-27-1201, -1202(g)) |
After authorization, transaction may be abandoned without further holder action, subject to contractual rights. Subchapter 12 states no statutory agreement, signature, filing, amendment, closing, or timing rule (§ 4-27-1202(f)) |
Eligible voter may dissent on consummated sale/exchange of all/substantially- all property outside usual course, including sale in dissolution; court-order sale and cash sale under one-year net-proceeds distribution plan excluded. Lease/other disposition not automatic trigger (§§ 4-27-1302(a)(4), -1320) |
Eligible dissenter may challenge only unlawful/fraudulent action. Approval does not decide ordinary-course/substantially-all facts, fairness, fiduciary compliance, successor liability, creditors, fraudulent transfer, tax, securities, antitrust, employment, environment, licensing, or regulation (§ 4-27-1302(b)) |
| California verified 2026-09-05 | California General Corporation Law § 1001; ordinary domestic stock corporation. Covers sale, lease, conveyance, exchange, transfer, or other disposition of all/substantially all assets; money, securities, or other property may be consideration (§ 1001(a), (c)) |
Board approval for all/substantially-all disposition; outstanding-share approval unless transaction is in corporation's “usual and regular course.” No significant-continuing-activity formulation stated; do not decide the qualitative facts (§ 1001(a)) |
No ordinary percentage safe harbor, consolidated-subsidiary test, subsidiary valuation rule, or investment-holding rule in § 1001. Separate common- control transaction branch uses at least 90% voting-power approval unless its equity-consideration exception applies (§ 1001(d)) |
Board approves principal terms and may set terms, conditions, and money, securities, or other-property consideration it deems in corporation's best interests. No general recommendation or conditioning procedure stated; covered interested-party proposal may require independent written fairness opinion (§§ 1001(a), (c), 1203(a)) |
General meeting notice to voting shareholders 10-60 days before (30 minimum for third-class mail); special-meeting notice states general business. Section 1001 adds no nonvoting-holder or disposition-description notice. Interested-party proposal can require fairness opinion with meeting notice or consent materials (§§ 601(a), 1203(a)) |
Majority of all outstanding shares entitled to vote, plus majority of each class/series entitled by articles or Division 1 and any greater articles/ statutory proportion. Common-control branch can require ≥90% voting power (§§ 152, 1001(d)) |
Usual-and-regular-course transaction omits shareholder approval, not board approval. Reorganization follows Chapter 12; conversion follows Chapter 11.5. Section 1001 states no mortgage/security-interest, wholly owned subsidiary, pro rata distribution, or dissolution exception (§ 1001(a)) |
Section 1001 states no statutory agreement, signature, filing, or preclosing sequence; outstanding-share approval may precede/follow board approval and transaction. Board may abandon without further shareholder action, subject to third-party contractual rights (§ 1001(a)-(b)) |
Ordinary § 1001 disposition is not itself named as Chapter 13 cash-demand trigger. Equity or qualifying long-term unsecured-debt acquisition of all/substantially-all assets can be “sale-of-assets reorganization” governed by Chapter 12; appraisal then depends on § 1300's reorganization conditions (§§ 181(c), 1001(a), 1300(a)) |
Internal approval statute does not decide usual/regular course, substantially-all facts, fairness, validity, successor liability, fraudulent transfer, liens/creditors, tax, securities, antitrust, employment, environmental, licensing, or fiduciary compliance (§ 1001) |
| Colorado verified 2026-09-05 | Colorado Business Corporation Act, tit. 7 arts. 101-117; domestic for-profit corporation subject to Act. Covers sale, lease, exchange, or other disposition of all/substantially-all property, with/without goodwill, outside usual and regular course, plus specified controlled-entity consent (§§ 7-101-401, 7-112-101 to -102) |
Direct trigger is all/substantially-all property outside usual and regular course. Usual-course disposition of any/all property is board/bylaw lane; statute states no significant-continuing-activity formulation (§§ 7-112-101 to -102) |
No percentage safe harbor, consolidated calculation, valuation method, or investment-holding test. If controlled entity disposes outside course of all/substantially-all property and corporation's interests in it constitute all/substantially-all corporate property, board/shareholder approval is required for corporation's consent (§§ 7-101-401(9), 7-112-102(2)) |
Board proposes and determines terms/conditions/consideration; must recommend unless conflict/special circumstances justify no recommendation and basis is communicated with submission. Board may condition effectiveness on any basis (§ 7-112-102(1), (3)-(4)) |
Notice only to holders entitled to vote, 10-60 days before meeting; states purpose and contains/accompanies transaction or underlying-controlled-entity description. Section states no separate nonvoter notice or express terms/ conditions/consideration summary (§§ 7-107-105, 7-112-102(5)) |
Each separately entitled voting group approves by majority of all votes entitled in that group. Act, articles, shareholder-adopted bylaws, or board condition may require greater vote; no lower-vote route stated (§ 7-112-102(4), (6)) |
Unless articles require vote: usual-course any/all property, any-course encumbrance, and transfer to wholly owned domestic corporation exempt. Court- ordered disposition exempt; dissolution disposition otherwise included. Distribution uses § 7-106-401, not § 7-112-102 (§§ 7-112-101 to -102) |
Board determines terms/conditions/consideration; § 7-112-102 states no separate agreement execution, filing, amendment, or closing process. After authorization, transaction may be abandoned or controlled-entity consent withheld/revoked without further shareholder action, subject to contracts and other limitations (§ 7-112-102(1), (7)) |
Eligible voter gets appraisal on consummated direct disposition or controlled- entity consent under § 7-112-102, subject to market/consideration/interested- transaction and preferred-share limits. Meeting notice states rights and may attach article; pre-vote intent/no favorable vote and post-effect appraisal notice/form apply (§§ 7-113-102, 7-113-201 to -203) |
After approval, legality challenge/injunction/rescission generally barred, with exceptions for approval defects, fraud/material misstatement/omission, improperly approved interested transaction, and specified consent-notice failure. Approval does not decide qualitative trigger, fiduciary compliance, successor liability, creditors, tax, securities, antitrust, or regulation (§ 7-113-401) |
| Connecticut verified 2026-09-05 | Connecticut Business Corporation Act, Gen. Stat. §§ 33-600 to -998; ordinary corporation. Covers sale, lease, exchange, or other non-exempt disposition leaving no significant continuing activity; direct/indirect consolidated-subsidiary assets deemed parent assets (§ 33-831(a), (h)) |
Trigger is non-exempt disposition leaving corporation without significant continuing business activity, not express all/substantially-all formula. Usual/regular-course disposition of any/all assets is exempt unless certificate opts in (§§ 33-830(1), 33-831(a)) |
Conclusive retained-activity safe harbor: ≥25% prior-fiscal-year total assets AND ≥25% of either continuing pretax income OR continuing revenue, for corporation and each subsidiary on consolidated basis. Direct/indirect consolidated subsidiary assets deemed parent assets; no investment-holding rule stated (§ 33-831(a), (h)) |
Board initiates by authorizing resolution, submits, and recommends approval unless conflicts/special circumstances or § 33-754 applies; board transmits basis. Board may condition submission on any basis (§ 33-831(b)-(c)) |
Every voting/nonvoting shareholder gets 10-60-day notice stating purpose and describing disposition, terms, conditions, consideration. Consent defaults unanimous; certificate may authorize meeting-equivalent vote, 60-day collection, and ≤10-day later nonvoter/nonconsenter notice (§§ 33-698 to -699, 33-831(d)) |
Ordinarily majority of all votes entitled unless certificate/board requires greater or groups. Pre-1997 corporation ordinarily needs ≥two-thirds voting power of each entitled group AND each pre-1997 outstanding class, including nonvoters, unless certificate expressly varies (§ 33-831(c), (e), (i)) |
Unless certificate opts in: usual-course any/all assets, any-course encumbrance, wholly owned entity transfer, and pro rata class/series asset distribution exempt. Disposition during dissolution outside § 33-831; no separate secured-creditor alternative-sale exception stated (§§ 33-830, 33-831(g)) |
Board may condition submission. After approval and before consummation, corporation may abandon without shareholder action, subject to other parties' contractual rights. No separate agreement execution, filing, amendment, or closing process stated (§ 33-831(c), (f)) |
Eligible voter gets appraisal on consummated § 33-831 disposition, subject to cash/net-assets one-year distribution, market, consideration, interested- transaction, and preferred-share limits. Notice states availability and may include statute/financials; pre-vote intent/no favorable vote and post-effect notice/form apply (§§ 33-856, 33-860 to -862) |
When appraisal is available, it is exclusive shareholder remedy against the listed action. Approval does not decide significant-activity facts, fairness, fiduciary compliance, successor liability, creditors, tax, securities, antitrust, employment, environment, licensing, or regulation (§ 33-856(d)) |
| Delaware verified 2026-09-05 | Delaware General Corporation Law §§ 271-272; ordinary domestic stock corporation. Covers sale, lease, or exchange of all/substantially-all property/assets including goodwill, franchises, subsidiary assets; money, property, shares, or securities as consideration (§ 271(a), (c)) |
Trigger is sale/lease/exchange of all or substantially all property/assets. Section 271 states no usual/regular/ordinary-course qualifier or significant- continuing-activity formulation; do not decide qualitative facts (§ 271(a)) |
No asset/income/revenue percentage or investment-holding test. Subsidiary assets included; subsidiary means any entity wholly owned and controlled directly/indirectly. Transfer to such subsidiary ordinarily exempt (§ 271(c)) |
Board acts at a meeting on terms, conditions, and consideration it deems expedient and in corporation's best interests; holder resolution authorizes. No statutory recommendation, conflict nonrecommendation, or conditioning procedure stated (§ 271(a)) |
At least 20-day meeting notice to holders entitled to vote; notice states resolution will be considered, with no § 271 terms/consideration attachment or nonvoter notice. Written consent needs no prior notice; prompt notice to eligible nonconsenters (§§ 222(a)-(b), 228(a), (e), 271(a)) |
Majority of all outstanding stock entitled to vote. Certificate may require larger total/class/series vote; § 271 adds no separate class/group vote. Unless certificate bars, consent uses meeting-equivalent minimum within 60 days (§§ 102(b)(4), 228(a), (c), 271(a)) |
No ordinary-course, distribution, or dissolution exclusion stated. Unless certificate provides otherwise: no vote for wholly owned/controlled- subsidiary transfer or mortgage/pledge; secured-party and qualifying alternative collateral sales also exempt (§§ 271(c), 272) |
Sections 271-272 state no statutory transaction agreement, signature, filing, amendment, or closing process. Board may abandon after holder authorization without further action, subject to third-party contract rights (§ 271(b)) |
Section 271 sale/lease/exchange has no automatic § 262 appraisal; certificate may grant appraisal for sale of all/substantially-all assets, activating § 262 procedure. No separate § 271 appraisal notice stated (§ 262(c)) |
Qualifying § 272 transferee protection does not bar preclosing injunction or fiduciary-damages claims. Approval does not decide trigger facts, fairness, successor liability, fraudulent transfer, creditors, tax, securities, antitrust, employment, environmental, licensing, or other law (§ 272(c)) |
| District of Columbia verified 2026-09-05 | D.C. Business Corporation Act subch. X; ordinary domestic corporation. Covers sale, lease, exchange, or other non-exempt disposition of assets; direct/indirect consolidated-subsidiary assets count as parent assets (§§ 29-310.01 to 29-310.02) |
Trigger is non-exempt disposition leaving corporation without significant continuing business activity, not express all/substantially-all formula. Usual/regular-course disposition of any/all assets exempt unless articles opt in (§§ 29-310.01(1), 29-310.02(a)) |
Conclusive retained-activity safe harbor: ≥25% prior-year total assets AND ≥25% of either continuing pretax income OR continuing revenue, corporation/subsidiaries consolidated. No reverse presumption, subsidiary- valuation, or investment-holding rule stated (§ 29-310.02(a), (h)) |
Board initiates by authorizing resolution, submits, and recommends; conflict/special-circumstances nonrecommendation requires its basis. Board may condition submission on any basis (§ 29-310.02(b)-(c)) |
Every voting/nonvoting holder gets 10-60-day meeting notice stating purpose and describing disposition, terms, conditions, consideration. Consent is unanimous unless articles allow meeting-equivalent votes; 60-day collection and 10-day post-action notices apply (§§ 29-305.04 to -305.05, 29-310.02(d)) |
Majority of votes entitled is required quorum; with quorum, votes cast for must exceed against. Articles or board condition may require greater vote/ presence; no disposition-specific class/group vote stated (§§ 29-305.25, 29-310.02(c), (e)) |
Unless articles opt in: usual-course assets, any-course encumbrance, wholly owned entities, and pro rata class/series distribution exempt. Dissolution dispositions follow subch. XII, not § 29-310.02 (§§ 29-310.01, 29-310.02(g)) |
Subchapter X states no statutory agreement execution, filing, amendment, or closing process. After holder approval and before consummation, corporation may abandon without holder action, subject to other parties' contract rights (§ 29-310.02(f)) |
Entitled voter gets appraisal on consummated § 29-310.02 disposition, subject to market, consideration, and interested-transaction limits. Meeting/consent notice says rights are, are not, or may be available and includes subch. XI when applicable (§§ 29-311.02, 29-311.10) |
Internal approval does not decide significant-activity or safe-harbor facts, fairness, fiduciary compliance, successor liability, fraudulent transfer, creditors, tax, securities, antitrust, employment, environmental, licensing, or other external law (§§ 29-310.01 to 29-310.02) |
| Florida verified 2026-09-05 | Florida Business Corporation Act §§ 607.1201-.1202; ordinary domestic for-profit corporation. Covers sale, lease, exchange, or other disposition of all/substantially-all property, with or without goodwill, outside usual and regular course (§ 607.1202(1)) |
Board/shareholder route for all/substantially-all property outside usual and regular course. Ordinary-course disposal needs no shareholder approval unless articles say otherwise. No significant-continuing-business formula stated (§§ 607.1201(1), 607.1202(1)) |
No asset/income/revenue percentage or investment-holding safe harbor. Direct/indirect consolidated-subsidiary assets deemed parent assets; section states no valuation or consolidation-metric method (§ 607.1202(8)) |
Board first resolves to approve; proposes terms/conditions/consideration and ordinarily recommends. May omit recommendation for conflict/special circumstances or § 607.0826 and tells shareholders basis; may condition approval/effectiveness (§ 607.1202(1)-(3)) |
Every shareholder, voting or not, gets meeting notice stating purpose, disposition description, consideration, clear appraisal statement, and copy of §§ 607.1301-.1340 (§ 607.1202(4)) |
Asset-sale meeting quorum is majority of all votes entitled; unless greater rule, a voting group approves when votes cast for exceed votes cast against. Articles/chapter/board condition may demand greater vote or quorum; general group rules apply separately where multiple groups exist (§§ 607.0725-.0726, 607.1202(5)) |
Articles may override no-vote routes for ordinary course, any encumbrance, wholly owned entity transfer, and pro rata class/series distribution; dissolution distribution excepted from pro rata route and dissolution asset dispositions governed by dissolution statutes (§§ 607.1201, 607.1202(7)) |
Board determines terms/conditions/consideration; sections state no prescribed statutory agreement, signer, or filing. Before consummation corporation may abandon after approval without shareholder action, subject to other parties' contractual rights (§ 607.1202(1), (6)) |
Voting shareholder generally has appraisal on consummation; no appraisal if approved action distributes net cash assets within one year as stated and is not interested transaction. Market/public-company limitations apply but not to interested transaction; meeting and consent notices preserve route (§§ 607.0704(3), 607.1202(4), 607.1302(1)(d), (2)) |
Internal approval statutes do not decide ordinary-course/substantially-all facts, fairness, authorization beyond chapter, validity, successor liability, fraudulent transfer, creditors/liens, tax, securities, antitrust, employment, environmental, licensing, or fiduciary compliance (§§ 607.1201-.1202) |
| Georgia verified 2026-09-05 | Georgia Business Corporation Code art. 12, O.C.G.A. §§ 14-2-1201 to -1202; ordinary domestic business corporation. Covers sale, lease, exchange, or other disposition of all/substantially-all property, with/without goodwill, outside enumerated no-vote routes (§§ 14-2-1201 to -1202) |
Georgia states no ordinary-course or significant-continuing-activity test; § 1201 instead lists board-only transactions and quantitative irrebuttable presumption. Other all/substantially-all property disposition needs board and holder approval (§§ 14-2-1201(b), 14-2-1202(a)) |
Disposed assets conclusively less than substantially all if fair value ≤2/3 of all asset fair value and related annual revenue ≤2/3 of total revenue, using most recent available financial information/recent fiscal year. Exceeding measures creates no inference. No income or investment-holding test (§ 14-2-1201(b)(4)) |
Board determines terms/conditions/consideration and proposes; recommends approval unless conflict/special circumstances support no or rejection recommendation, then gives basis. May condition submission, effectiveness, or both on any basis (§ 14-2-1202(a)-(c)) |
Voting shareholders get 10-60 days' meeting notice stating purpose and containing/accompanied by transaction description. Sections do not require notice to nonvoting holders or terms/consideration copy (§§ 14-2-705, 14-2-1202(d)) |
Majority of all votes entitled, not votes cast. Articles, bylaws, or board condition may require greater vote or voting groups; § 1202 creates no automatic nonvoting class right. Statutory close corporation has separate two-thirds-each-class rule outside ordinary scope (§§ 14-2-1202(c), (e), 14-2-930(b)) |
Board-only routes unless articles require holders: insolvent cash/equivalent sale advisable to meet liabilities; liquidation-purpose corporation; any encumbrance; transfer to wholly owned corporation; below-safe-harbor sale. Distributions use § 14-2-640, not § 1202; no ordinary-course/dissolution exception stated (§§ 14-2-1201, 14-2-1202(g)) |
Board determines terms/conditions/consideration; no prescribed plan, agreement, signer, filing, or closing sequence. After authorization, transaction may be abandoned without further holder action, subject to contractual rights (§ 14-2-1202(a), (f)) |
Record shareholder generally has dissent right for approval-required sale or exchange, but not court-ordered sale or cash sale distributing substantially- all net proceeds within one year. Listed or >2,000-holder shares have market-out unless articles/board restore; procedural/fraud vote challenges preserved (§ 14-2-1302(a)(3), (b)-(c)) |
Authority does not permit property conversion/exchange in fraud of corporate creditors or violation of law. Safe harbor/procedure does not decide outside- harbor substantially-all facts, fairness, validity, successor liability, liens, tax, securities, antitrust, employment, environmental, licensing, or fiduciary compliance (§§ 14-2-1201(b)(4), 14-2-1202) |
| Hawaii verified 2026-09-05 | Hawaii Business Corporation Act ch. 414 pt. XIII; ordinary domestic corporation. Covers sale, lease, exchange, or other disposition of all/substantially all property, with or without goodwill (§§ 414-331 to -332) |
Shareholder approval attaches outside usual/regular course to all/substantially-all property. Transaction is not deemed such if sufficient property remains for genuine significant segments/lines that are neither temporary nor pretextual (§ 414-332(a), (i)) |
No percentage, asset/income/revenue, consolidated-subsidiary, subsidiary- valuation, or investment-holding test stated. Retained-segment rule is qualitative; wholly owned-corporation transfer is a separate exclusion (§§ 414-331(a)(3), 414-332(i)) |
Board determines terms, conditions, and consideration, proposes, and recommends; conflict/special-circumstances nonrecommendation requires its basis with submission. Board may condition submission on any basis (§ 414-332(a)-(c)) |
Every voting/nonvoting holder gets 10-60-day meeting notice stating purpose and containing/accompanying transaction description; no express terms, conditions, or consideration list. Written action requires all entitled voters and 10-day advance equivalent materials to nonvoters (§§ 414-124 to -125, 414-332(d)) |
Formed on/after 7/1/1987: majority of total entitled shares plus each entitled class. Formed before: 3/4 of each entitled class and total, unless articles lower no below newer floor. Articles, or an articles-authorized shareholder bylaw, may require more (§§ 414-148, 414-302, 414-332(e)-(f)) |
Unless articles opt in, no holder vote for usual-course all/substantially-all disposition, any-course encumbrance, or transfer to a wholly owned corporation. Distribution follows § 414-111; no Part XIII dissolution exclusion stated (§§ 414-331, 414-332(h)) |
Part XIII states no statutory agreement, signature, filing, amendment, or closing process. After authorization, transaction may be abandoned without further holder action, subject to contractual rights (§ 414-332(g)) |
Entitled voter may dissent from consummated non-usual-course sale/exchange of all/substantially-all property, including dissolution sale, except court- ordered sale or qualifying cash sale with net proceeds distributed within 1 year. Meeting notice flags rights and includes Part XIV (§§ 414-342, 414-351) |
Dissenter may challenge only if action is unlawful or fraudulent as to holder/corporation. Approval does not decide trigger facts, fairness, fiduciary compliance, successor liability, fraudulent transfer, creditors, tax, securities, antitrust, employment, environmental, licensing, or other law (§ 414-342(b)) |
| Idaho verified 2026-09-05 | Idaho Business Corporation Act §§ 30-29-1201 to -1202; ordinary domestic corporation. Covers sale, lease, exchange, or other non-exempt disposition leaving no significant continuing activity; consolidated-subsidiary assets deemed parent assets (§ 30-29-1202(a), (h)) |
Trigger is non-exempt disposition leaving corporation without significant continuing business activity, not express all/substantially-all formula. Usual/regular-course disposition of any/all assets exempt unless articles opt in (§§ 30-29-1201(a), -1202(a)) |
Conclusive retained-activity safe harbor: ≥25% prior-year total assets AND ≥25% of either continuing pretax income OR continuing revenue, corporation and subsidiaries consolidated. No below-threshold presumption or investment- holding rule stated (§ 30-29-1202(a), (h)) |
Board first authorizes by resolution and recommends approval unless conflict, special circumstances, or § 30-29-826 applies; board informs holders of basis. May condition holder approval or effectiveness (§ 30-29-1202(b)-(c)) |
Every voting/nonvoting holder gets 10-60-day notice stating purpose and describing disposition, terms, conditions, consideration. Consent defaults unanimous; articles may use meeting threshold, with 60-day collection and ≤10-day later notices (§§ 30-29-704 to -705, -1202(d)) |
Majority of votes entitled constitutes required quorum; with quorum, votes cast for must exceed votes cast against. Articles or board condition may require greater vote/quorum; no disposition-specific class vote stated (§§ 30-29-725, -1202(c), (e)) |
Unless articles opt in: usual-course assets, any-course encumbrance, wholly owned entities, and pro rata class/series distribution exempt. Disposition during dissolution outside § 1202; no investment-management exception stated (§§ 30-29-1201, -1202(g)) |
After approval and before consummation, corporation may abandon without holder action, subject to other parties' contractual rights. Part 12 states no statutory agreement execution, filing, amendment, or closing process (§ 30-29-1202(f)) |
Eligible voter gets appraisal on consummated § 1202 disposition, subject to cash/net-assets one-year distribution, interested-transaction, market, consideration-distribution, and preferred-share limits. Meeting/consent appraisal notices apply (§§ 30-29-1302, -1320) |
After holder approval, shareholder challenge/injunction/rescission is limited, with authorization, fraud/misrepresentation, interested-transaction, and specified nonunanimous-consent exceptions. Approval does not decide trigger facts or excluded substantive/external law (§ 30-29-1340) |
| Illinois verified 2026-09-05 | Illinois Business Corporation Act §§ 11.55-.65; ordinary domestic business corporation. Covers sale, lease, exchange, or other disposition of all/substantially-all property/assets, with/without goodwill, outside usual and regular course (§ 11.60) |
Board/shareholder route only for all/substantially-all property/assets outside usual and regular course. Usual-course disposition uses board alone. No significant-continuing-business formulation stated (§§ 11.55-.60) |
No asset/income/revenue percentage, consolidated-subsidiary test, subsidiary valuation method, or investment-holding safe harbor in §§ 11.55-.60; do not import another state's metric |
Board adopts resolution recommending disposition and directing annual/ special meeting vote. No conflict/special-circumstance nonrecommendation or conditioning route stated; holders fix or delegate terms/conditions/ consideration (§ 11.60(a), (c)) |
Every record shareholder gets written meeting notice stating asset-sale purpose and dissent right, with § 11.70 copy or adequate procedure notice; asset-sale meeting notice 20-60 days before. No plan/terms/consideration attachment required (§§ 7.15, 11.60(b)) |
≥2/3 of all outstanding entitled shares plus ≥2/3 of each entitled class/ series. Articles may specify smaller/larger vote, but not below majority of all outstanding entitled shares and majority of each entitled class (§ 11.60(c), (e)) |
Board-alone § 11.55 route expressly includes usual-course sale, lease, exchange, mortgage, pledge, or other disposition. Sections state no blanket outside-course encumbrance, wholly owned subsidiary, pro rata distribution, or dissolution exception (§§ 11.55-.60) |
Holders fix or let board fix any/all terms, conditions, consideration; no prescribed plan/agreement, signer, filing, or closing sequence. After holder authorization board may abandon without further holder action, subject to third-party contract rights (§ 11.60(c)-(d)) |
Shareholder entitled to dissent and payment on consummation of outside- course sale/lease/exchange of all/substantially-all property/assets. Meeting and no-meeting notices state right/procedure; challenge to triggering action preserved only for fraud or fiduciary breach (§§ 11.60(b), 11.65(a)(2), (b), 11.70) |
Sections govern internal approval/dissent, not qualitative trigger, fairness, validity, successor liability, fraudulent transfer, creditors/liens, tax, securities, antitrust, employment, environmental, licensing, or fiduciary compliance; § 11.65(b) preserves fraud/fiduciary challenge (§§ 11.60, 11.65) |
| Indiana verified 2026-09-05 | Indiana Business Corporation Law, IC 23-1-41; domestic for-profit corporation under Article 1. Covers sale, lease, exchange, or other asset disposition outside § 23-1-41-1's usual-course, encumbrance, and wholly owned-recipient routes (§§ 23-1-20-5, 23-1-41-1 to -2) |
Shareholder approval if non-§ 23-1-41-1 disposition would leave corporation without significant continuing business activity. Usual-course all/substantially-all disposition needs no vote unless articles require it; no separate substantially-all approval trigger (§ 23-1-41-1(1), -2(a)) |
Conclusive significant-activity retention if ≥25% of prior fiscal-year-end total assets and ≥25% of either pretax continuing-operations income or continuing-operations revenues for that year, corporation/subsidiaries on consolidated basis. Direct/indirect consolidated-subsidiary assets count as parent assets; no investment-holding rule (§ 23-1-41-2(a), (i)) |
Board initiates by resolution authorizing disposition, submits it, and recommends approval unless conflict/special circumstances justify no recommendation and basis is transmitted. Board may condition submission on any basis (§ 23-1-41-2(b)-(c)) |
Every shareholder, voting or not, gets 10-60-day meeting notice stating disposition purpose and describing disposition, terms, conditions, and consideration. Ordinary private corporation may use meeting-minimum written consent unless articles say otherwise; 60-day aggregation and ≤10-day postaction nonvoter/nonconsenter notices apply (§§ 23-1-29-4 to -5, 23-1-41-2(d)) |
Meeting needs quorum of at least majority of votes entitled on disposition; with quorum, votes favoring must exceed votes opposing. Articles or board condition may require greater vote/presence; entitled voting groups act separately, but § 23-1-41-2 creates no automatic class/series group (§§ 23-1-30-6 to -8, 23-1-41-2(c), (e)) |
Unless articles require approval, no vote for usual-course all/substantially-all disposition, encumbrance of any/all property, or transfer of any/all property to wholly owned corporation. Distribution follows IC 23-1-28; dissolution dispositions under listed chapters excluded (§§ 23-1-41-1, -2(g)-(h)) |
Chapter 41 prescribes no separate statutory agreement, signature, filing, or amendment process. After shareholder approval and before consummation, corporation may abandon without shareholder action, subject to other parties' contractual rights (§ 23-1-41-2(f)) |
Voting holder may dissent from consummated outside-course sale/exchange of all/substantially-all property, including dissolution sale, except court- ordered or qualifying cash sale distributing net proceeds within 1 year; governing records/board may add rights. Federal covered securities excluded; preferred-share rights may be limited prospectively. Meeting notice flags rights (§§ 23-1-44-8, -10) |
Chapter 41 supplies internal approval and abandonment rules, not a finding that facts fail/meet significant-activity or 25% tests or that disposition is fair, valid, enforceable, nonfraudulent, or compliant with fiduciary, successor-liability, creditor, tax, securities, antitrust, employment, environmental, licensing, or regulatory law (§ 23-1-41-2) |
| Iowa verified 2026-09-05 | Iowa Business Corporation Act, chapter 490; domestic for-profit corporation. Covers sale, lease, exchange, or other non-exempt disposition leaving no significant continuing activity; direct/indirect consolidated-subsidiary assets deemed parent assets (§§ 490.101, .140(6), .1202(1), (8)) |
Trigger is non-exempt disposition leaving no significant continuing business activity, not an express all/substantially-all formula. Usual/regular-course disposition of any assets is exempt unless articles opt in (§§ 490.1201(1), .1202(1)) |
Conclusive retained-activity safe harbor: ≥25% prior-year total assets AND ≥25% of either continuing pretax income OR continuing revenue, corporation and subsidiaries consolidated. Below test creates no presumption; no investment-holding rule stated (§ 490.1202(1), (8)) |
Board first authorizes by resolution and recommends approval unless conflict, special circumstances, or § 490.826 applies; board informs holders of basis. May condition shareholder approval or effectiveness (§ 490.1202(2)-(3)) |
Every voting/nonvoting shareholder gets 10-60-day notice stating purpose and describing disposition, terms, conditions, consideration. Consent defaults to 90%; eligible nonpublic articles may use meeting threshold, with 60-day collection and ≤10-day later notices (§§ 490.704-.705, .1202(4)) |
Majority of votes entitled constitutes required quorum; with quorum, votes cast for must exceed votes cast against. Articles, bylaws, or board condition may require greater vote/quorum; no disposition-specific class vote stated (§§ 490.725, .1202(3), (5)) |
Unless articles opt in: usual-course assets, any-course encumbrance, wholly owned entities, and pro rata class/series distribution exempt. Dissolution disposition outside § 490.1202; no separate secured-creditor exception stated (§§ 490.1201, .1202(7)) |
After approval and before consummation, corporation may abandon without shareholder action, subject to other parties' contractual rights. Subchapter XII states no statutory agreement execution, filing, amendment, or closing process (§ 490.1202(6)) |
Eligible voter gets appraisal on consummated § 490.1202 disposition, subject to cash/net-assets one-year distribution, interested-transaction, market, consideration-distribution, and preferred-share limits. Meeting/consent appraisal notices apply (§§ 490.1302, .1320) |
After holder approval, shareholder challenge/injunction/rescission is limited, with authorization, fraud/misrepresentation, interested-transaction, and specified nonunanimous-consent exceptions. Approval does not decide trigger facts or excluded substantive/external law (§ 490.1340) |
| Kansas verified 2026-09-05 | Kansas General Corporation Code; ordinary Kansas corporation. Covers sale, lease, or exchange of all/substantially-all property/assets, including goodwill, corporate franchises, and wholly owned controlled subsidiary assets (§§ 17-6001, 17-6801(a), (c)) |
Trigger is all/substantially-all property and assets; § 17-6801 states no ordinary-course or significant-continuing-activity qualifier. Do not decide disputed qualitative facts (§ 17-6801(a)) |
No percentage safe harbor or investment-holding rule. Subsidiary means any directly/indirectly wholly owned and controlled entity; its assets count as corporation assets. No valuation formula stated (§ 17-6801(c)) |
Board acts at a meeting and approves terms, conditions, consideration it deems expedient and in corporation's best interests. No separate recommendation, conflict explanation, or conditioning procedure stated (§ 17-6801(a)) |
Meeting duly called on ≥20 days' notice; notice states sale/lease/exchange resolution will be considered. Section 17-6801 states no nonvoter, deal- description, terms, consideration, or materials requirement. Meeting- equivalent written/electronic consent allowed (§§ 17-6518, 17-6801(a)) |
Holders of majority of all outstanding stock entitled to vote; no separate class/series vote stated. Section 17-6801's subsidiary exception is subject to articles; written consent uses meeting-minimum vote (§§ 17-6518(a), 17-6801(a), (c)) |
Mortgage/pledge needs no stockholder consent unless articles opt in; transfer to subsidiary needs no resolution unless articles opt in. No ordinary-course, pro rata distribution, or dissolution exclusion stated (§§ 17-6801(c), 17-6802) |
Board may abandon after holder authorization without further holder action, subject to third-party contract rights. Sections 17-6801 to -6802 state no statutory agreement, signature, filing, amendment, closing, or timing rule (§ 17-6801(b)) |
Asset sale is not automatic § 17-6712 appraisal event; articles may provide appraisal for sale of all/substantially-all assets, then statutory procedure applies as nearly as practicable. No sale-specific appraisal notice otherwise stated (§ 17-6712(c)) |
Voluntary asset transfer/sale does not lessen or impair corporation, stockholder, director, or officer liability or creditor/counterparty rights. Approval does not decide trigger facts, fairness, successor/fraudulent- transfer, tax, securities, antitrust, employment, environment, licensing, or regulation (§ 17-7103) |
| Kentucky verified 2026-09-05 | Kentucky Business Corporation Act, KRS ch. 271B; ordinary corporation. Covers sale, lease, exchange, or other disposition of all/substantially-all property, with/without goodwill, outside usual/regular course; board determines terms, conditions, consideration (§§ 271B.12-010 to -.020) |
Trigger is all/substantially-all property outside usual and regular course. Usual-course all/substantially-all disposition is board-authorized; no significant-continuing-activity formula stated (§§ 271B.12-010 to -.020) |
No percentage safe harbor, consolidated-basis, subsidiary attribution/ valuation, or investment-holding test. Transfer of any/all property to entity whose shares/LLC interests/other equity are wholly corporation-owned is board-only unless articles require vote (§ 271B.12-010(1)(c), (2)) |
Board proposes and determines terms/conditions/consideration; must recommend unless conflict/special circumstances justify no recommendation and basis is communicated with submission. Board may condition submission on any basis (§ 271B.12-020(1)-(3)) |
Every voting/nonvoting shareholder gets 10-60-day notice stating purpose and containing/accompanied by transaction description, but no express terms/ consideration summary. Consent is unanimous unless articles authorize ≥80% or higher required vote; nonvoters get ≥10-day advance notice/materials (§§ 271B.7-040 to -.050, 271B.12-020(4)) |
Majority of all votes entitled; articles or board condition may require greater vote or voting-group vote. Section states no automatic separate group vote or lower-vote route (§ 271B.12-020(3), (5)) |
Unless articles require vote: usual-course all/substantially-all disposition, any-course encumbrance, and wholly owned entity transfer exempt. Distribution uses KRS 271B.6-400, not § 271B.12-020; no general dissolution/court-order exclusion stated there (§§ 271B.12-010 to -.020) |
Board sets terms/conditions/consideration and may condition submission; § 271B.12-020 states no separate agreement execution, filing, amendment, or closing process. Authorized transaction may be abandoned without further shareholder action, subject to contractual rights (§ 271B.12-020(1), (3), (6)) |
Eligible voter gets dissent on consummated outside-course sale/exchange of all/substantially-all property, including dissolution sale, excluding court- ordered or cash/one-year-net-proceeds-distribution sale. Meeting notice flags right; pre-vote intent/no favorable vote and 30-60-day demand window apply (§§ 271B.13-020, -.200 to -.220) |
Holder entitled to dissent cannot otherwise challenge corporate action except preconsummation injunctive application. Approval does not decide qualitative trigger, fairness, fiduciary compliance, successor liability, creditors, tax, securities, antitrust, employment, environment, licensing, or regulation (§ 271B.13-020(2)) |
| Louisiana verified 2026-09-05 | Louisiana Business Corporation Act, R.S. 12:1-101 et seq.; ordinary domestic corporation. Covers sale, lease, exchange, or other disposition not within § 12:1-1201 when no significant continuing activity remains; direct/indirect consolidated-subsidiary assets deemed parent assets (§ 12:1-1202(A), (H)) |
Trigger is non-exempt disposition leaving corporation without significant continuing business activity, not express all/substantially-all formula. Usual/regular-course disposition of any/all assets is exempt unless articles opt in (§§ 12:1-1201(1), 12:1-1202(A)) |
Conclusive retained-activity safe harbor: ≥25% prior-fiscal-year total assets AND ≥25% of either continuing pretax income OR continuing revenue, consolidated with subsidiaries. Direct/indirect consolidated subsidiary assets deemed parent assets; no separate valuation or investment-holding rule stated (§ 12:1-1202(A), (H)) |
Board initiates by authorizing resolution, submits, and recommends approval unless conflicts/special circumstances or separately cross-referenced submission rule applies; board transmits basis. Board may condition submission on any basis (§ 12:1-1202(B)-(C)) |
Every voting/nonvoting shareholder gets 10-60-day notice stating purpose and describing disposition, terms, conditions, and consideration. Written consent defaults unanimous; articles may authorize meeting-equivalent vote, with 60-day collection and ≤10-day later nonvoter/nonconsenter notice (§§ 12:1-704 to -705, 12:1-1202(D)) |
At least majority of all votes entitled to be cast; articles or board condition may require greater vote. Section 12:1-1202 states no automatic class/group vote or lower-vote route (§ 12:1-1202(C), (E)) |
Unless articles opt in: usual-course any/all assets, any-course encumbrance, wholly owned entity transfer, and pro rata asset distribution preserving class/series rights exempt. Disposition during dissolution outside § 12:1- 1202; no separate secured-creditor alternative-sale exception stated (§§ 12:1-1201, 12:1-1202(G)) |
Board determines terms/conditions/consideration and may condition submission. After approval and before consummation, corporation may abandon without shareholder action, subject to other parties' contract rights. No separate agreement execution, filing, amendment, or closing process stated (§ 12:1-1202(B)-(F)) |
Appraisal ordinarily attaches on consummated § 12:1-1202 disposition, not textually limited there to voting holders, subject to cash/net-assets one- year distribution, market, consideration, interested-transaction, and preferred-share limits. Notice gives availability conclusion/script and financials; pre-vote intent/no favorable vote applies (§§ 12:1-1302, 12:1-1320 to -1321) |
Internal approval does not decide significant-activity facts, fairness, fiduciary compliance, successor liability, creditors, tax, securities, antitrust, employment, environment, licensing, or regulation. Part 12 states no general successor-liability or transaction-effect rule (§§ 12:1-1201 to -1202) |
| Maine verified 2026-09-05 | Maine Business Corporation Act ch. 12; ordinary domestic corporation. Covers sale, lease, exchange, or other non-exempt disposition of assets; direct/indirect consolidated-subsidiary assets count as parent assets (13-C M.R.S. §§ 1201-1202) |
Trigger is non-exempt disposition leaving corporation without significant continuing business activity, not express all/substantially-all formula. Usual/regular-course disposition of any/all assets exempt unless articles opt in (13-C M.R.S. §§ 1201(1), 1202(1)) |
Retained activity: ≥25% prior-year total assets AND ≥25% of either continuing pretax income OR continuing revenue, corporation/subsidiaries consolidated. No reverse presumption, subsidiary-valuation, or investment-holding rule stated (13-C M.R.S. § 1202(1), (8)) |
Board initiates by resolution, submits, and recommends; conflict, special circumstances, or § 827 nonrecommendation requires basis. Board may condition submission; all-holder consent can eliminate every board step (13-C M.R.S. §§ 827, 1202(2)-(3), (9)) |
Every voting/nonvoting holder gets 10-60-day notice (3-day minimum for close corporation) with purpose, description, terms, conditions, consideration. Written-consent mechanics and 10-day post-action notices apply unless all- holder consent eliminates notice (13-C M.R.S. §§ 704-705, 1202(4), (9)) |
Default majority of all entitled votes, plus each entitled voting group. Articles may lower no below majority votes cast with majority-entitled quorum; articles/board condition may require more. Consent defaults to all entitled voters unless articles allow meeting-equivalent votes (13-C M.R.S. §§ 704, 1202(3), (5), (9)) |
Unless articles opt in: usual-course assets, any-course encumbrance, wholly owned entities, and pro rata class/series distribution exempt. Dissolution dispositions follow ch. 14, not § 1202 (13-C M.R.S. §§ 1201, 1202(7)) |
Chapter 12 states no statutory agreement execution, filing, amendment, or closing process. After holder approval and before consummation, corporation may abandon without holder action, subject to other parties' contract rights (13-C M.R.S. § 1202(6)) |
Consummated § 1202 disposition creates appraisal unless qualifying cash net- asset distribution occurs within 1 year and transaction is not interested; all-holder consent independently removes dissent. Meeting/consent notice states whether rights apply and includes ch. 13 when applicable (13-C M.R.S. §§ 1202(9), 1302(3), 1321) |
Internal approval does not decide significant-activity or 25% facts, fairness, fiduciary compliance, successor liability, fraudulent transfer, creditors, tax, securities, antitrust, employment, environmental, licensing, or other external law (13-C M.R.S. §§ 1201-1202) |
| Maryland verified 2026-10-01 | Maryland General Corporation Law, Corps. & Ass'ns tit. 3; Maryland capital- stock corporation. Covers transfer of assets for stock, debt, entity interests, tangible/intangible property, money, or other consideration; a Maryland transferee corporation ordinarily approves only through its board and charter-required action (§§ 3-102 to 3-105) |
Current text states no all/substantially-all, significant-continuing- activity, or asset-amount threshold. Non-exempt transfer follows § 3-105; ordinary-course transfer is expressly exempt unless charter/bylaws invoke the approval subtitle (§§ 3-104(a), (f), 3-105) |
No percentage safe harbor, consolidated-basis calculation, subsidiary- attribution/valuation rule, or general investment-holding test stated. Separately, transfer to person(s) whose equity the corporation owns wholly, directly or indirectly, is exempt unless charter/bylaws provide otherwise (§ 3-104(a)(3)) |
Board adopts resolution declaring transfer advisable on substantially stated/referenced terms and directs annual/special meeting submission. Agreement may force submission even if board later finds transaction no longer advisable and withholds/reverses recommendation; general board vote is majority present with quorum unless governing rules require otherwise (§§ 2-408, 3-105(b), (d)) |
Written/electronic notice 10-90 days before meeting to voting and nonvoting stockholders, stating time, any place/remote means, and asset-transfer purpose. Section 3-105 requires no terms/conditions/consideration summary. Default no-meeting action is unanimous; § 2-505(b) supplies limited minimum- vote consent routes with post-action notice (§§ 2-504 to 2-505, 3-105(c)) |
Two-thirds of all votes entitled to be cast. Charter may require greater all-class/class/series concurrence or reduce threshold no lower than a majority; charter defines class voting powers, and § 3-105 states no automatic separate class/group vote (§§ 2-104(a)(7), (b)(4)-(5), 3-105(e)) |
Unless charter/bylaws opt back in: ordinary-course transfer, statutory distribution, mortgage/pledge/other security interest, wholly owned direct/ indirect transferee, open-end investment-company transfer, and dissolved- corporation transfer exempt. Collateral enforcement and a qualifying liability-reducing alternative sale also exempt (§ 3-104) |
Agreement may require stockholder submission despite later adverse/no board recommendation. No asset-transfer articles filing or general asset-transfer amendment/abandonment process stated; § 3-107 filing and § 3-108 abandonment name consolidation, merger, and share exchange, not transfer (§§ 3-105(d), 3-107 to 3-108) |
Fair-value right ordinarily covers transfer requiring § 3-105(e) action, subject to listed/market, voting, charter, and open-end-fund exclusions. Object in writing at/before meeting (or within 10 days after consent notice), do not vote for transfer, and demand within 20 days after consummation; noncompliance binds holder to transaction (§§ 3-202 to 3-203) |
Approval does not decide transaction facts, fiduciary compliance, successor liability, creditors, tax, securities, antitrust, employment, environment, licensing, or regulation. For qualifying collateral alternative sales, good-faith transferee protection preserves director-conduct damages and equitable claims. Effective October 1, 2026, a binding federal bankruptcy relief order permits specified actions, including asset transfers, without stockholder action (§§ 3-104(e), 3-301; 2026 ch. 313) |
| Massachusetts verified 2026-09-05 | Massachusetts Business Corporation Act, G.L. c. 156D, Part 12; domestic for-profit corporation under the chapter. Covers sale, lease, exchange, or other disposition of all/substantially-all property outside usual and regular course (§§ 1.40(a), 12.02(a)) |
Shareholder approval applies to all/substantially-all property otherwise than in usual and regular course. Usual-course transaction follows § 12.01 and needs no shareholder vote unless articles require it; no significant- continuing-activity formulation (§§ 12.01(a)(1), (b), 12.02(a)) |
Section 12.02 states no percentage safe harbor, consolidated-basis formula, subsidiary valuation, or investment-holding test. Transfer of all/substantially-all property to another corporation wholly owned directly or indirectly by transferor needs no vote unless articles require it (§ 12.01(a)(3), (b)); H.3323 would expand that route |
Board proposes transaction and determines terms, conditions, and consideration; it may condition submission on any basis. Shareholders may approve board-set terms/consideration or fix or authorize board to fix them. No recommendation or conflict-based nonrecommendation rule stated (§ 12.02(a)-(b), (d)) |
Every shareholder, voting or not, gets meeting notice under § 7.05 stating outside-course asset-disposition purpose and containing/accompanying proposed-transaction description. Default consent is unanimous; articles may permit meeting-minimum consent, delivered within 60 days, with ≥7-day advance notice/materials to covered nonvoters/nonconsenters (§§ 7.04, 12.02(c)) |
Current default: two-thirds of all shares generally entitled to vote plus two-thirds of shares in each voting group entitled separately by articles, bylaws, or board action. Articles/bylaws/board may require more/groups; articles may lower two-thirds no lower than majority of eligible group shares (§§ 7.27, 12.02(e)); H.3323 would recast counts as votes |
Unless articles require approval, no shareholder vote for usual-course disposition; mortgage/pledge (including foreclosure sale)/debt dedication/ other encumbrance of all/substantially all; qualifying wholly owned transfer; or pro rata distribution. Pro rata distribution follows § 6.40, not § 12.02; no dissolution exclusion, and appraisal law addresses dissolution sales (§§ 12.01, 12.02(g), 13.02(a)(3)) |
Part 12 prescribes no separate statutory agreement, signature, filing, or amendment process. After shareholder approval but before consummation, corporation may abandon without further shareholder action, subject to contractual rights (§ 12.02(f)) |
Appraisal applies to consummated § 12.02 sale/exchange and sale/exchange of all/substantially-all property in dissolution, subject to redemption, court-order, and conditioned dissolution/distribution/no-conflict exceptions; holder seeks appraisal for all shares. Notice states corporation's rights conclusion, pre-vote intent, and no-favorable-vote rule; rights end on abandonment/rescission, injunction/set-aside, or consented demand withdrawal (§§ 13.02, 13.20); H.3323 would reach any § 12.02 disposition |
Part 12 supplies internal authorization and abandonment rules, not a finding that facts cross the qualitative trigger or that the disposition is fair, valid, enforceable, nonfraudulent, or compliant with fiduciary, successor-liability, creditor, tax, securities, antitrust, employment, environmental, licensing, or regulatory law (§§ 12.01-.02) |
| Michigan verified 2026-09-05 | Michigan Business Corporation Act §§ 450.1751-.1754; ordinary domestic business corporation. Covers sale, lease, exchange, or other disposition of all/substantially-all property/assets, with/without goodwill, outside usual and regular course (§ 450.1753(1)) |
Approval route for all/substantially-all outside usual/regular course as conducted. Ordinary-course route board-only absent contrary articles. Retained significant activity uses conclusive 25%/25% test (§§ 450.1751, 450.1753(1)) |
Retained activity ≥25% total assets and ≥25% of pretax continuing income or continuing revenue, most recent completed fiscal year, corporation and subsidiaries consolidated. Majority-owned entity disposition counts as parent's pro rata consolidated share. No investment-holding rule (§ 450.1753(1), (7)) |
Board recommends unless § 450.1529, conflict, post-plan event, contractual obligation, or other special circumstance; if no/against recommendation, gives basis. May condition submission on any basis (§ 450.1753(2)-(3)) |
Every record holder, voting or not, gets meeting notice with principal-terms summary/document and dissent/fair-value statement; voting holders get general 10-60 days (§§ 450.1404(1), 450.1753(4)) |
Majority of all outstanding shares entitled to vote; § 450.1753 states no automatic asset-sale class/group formula or article vote variation. Holders may fix or let board fix any term, condition, and consideration (§ 450.1753(5)) |
Unless articles require holders: board-only ordinary-course transfer, qualifying post-dissolution-approval disposition, transfer to wholly owned corporation/entity, and mortgage/pledge. Distribution uses § 450.1345, not asset-sale sections (§§ 450.1751, 450.1753(8)) |
No prescribed plan/agreement, signer, filing, or closing order; notice may attach principal-term documents. After authorization board may abandon without further holder action, subject to third-party contract rights (§ 450.1753(4), (6)) |
Voting holder generally has dissent/payment right on consummated outside- course sale/exchange, including sale in dissolution but not court order; national-exchange and qualifying dissolution-distribution exceptions apply, subject to governing-record/board restoration. Unlawful/fraud challenge preserved (§ 450.1762(1)(c), (2)-(3)) |
Sections govern internal approval/dissent, not qualitative trigger, fairness, validity, successor liability, fraudulent transfer, creditors/liens, tax, securities, antitrust, employment, environmental, licensing, or fiduciary compliance; § 450.1762(3) preserves unlawful/fraud challenge |
| Minnesota verified 2026-09-05 | Minnesota Business Corporation Act, ch. 302A; ordinary corporation. Covers sale, lease, transfer, or other disposition of all/substantially-all property and assets, including goodwill, outside usual/regular course; money, securities, payment instruments, or other property may be consideration (§ 302A.661, subds. 1-2) |
Approval for all/substantially-all property/assets outside usual and regular course, unless significant continuing business activity remains. Usual- course all/substantially-all disposition is board-only (§ 302A.661, subds. 1-2) |
Conclusive retained-activity safe harbor: ≥25% prior-fiscal-year total assets AND ≥25% of either continuing pretax income OR continuing revenue, each consolidated with subsidiaries. No separate subsidiary valuation or investment-holding rule stated (§ 302A.661, subd. 2(b)) |
Majority of directors present approves, determines expedient terms/ conditions/consideration. Section states no resolution, recommendation, conflict-based nonrecommendation, or conditioning procedure (§ 302A.661, subd. 2(a)) |
Written notice to every voting/nonvoting shareholder; states disposition is meeting purpose but no description or terms/consideration summary. General interval is 10-60 days, subject to shorter articles/bylaws period. Written action is unanimous unless qualifying private-company articles authorize meeting-equivalent action (§§ 302A.435, 302A.441, 302A.661, subd. 2(a)) |
Majority of voting power of all shares entitled to vote; § 302A.661 states no automatic class/series vote or transaction-specific greater/lower-vote route. Private-company articles may authorize meeting-equivalent written action, never below majority of all voting power (§§ 302A.441, subd. 1, 302A.661, subd. 2(a)) |
No shareholder vote for usual-course all/substantially-all disposition, security interest in all/substantially-all property inside/outside course, or transfer of any/all property to directly/indirectly wholly owned organization. No distribution or dissolution exclusion stated in § 302A.661; dissent statute separately excludes specified dissolution disposition (§§ 302A.471, subd. 1(b), 302A.661, subd. 1) |
Confirmatory deeds, assignments, or similar instruments may be signed/ delivered anytime by current officers or last officers if corporation no longer exists. Section states no separate agreement, filing, amendment, closing, or abandonment process (§ 302A.661, subd. 3) |
Dissent covers disposition requiring subd. 2 approval, except specified dissolution, court-ordered, or cash/one-year-net-proceeds-distribution sale; national-exchange limit and consideration restoration can apply. Meeting notice includes right, statutes, procedure; pre-vote written intent/no favorable vote and 30-day demand/deposit apply (§§ 302A.471, 302A.473) |
Transferee liability only as contract, ch. 302A, or other Minnesota statutes provide; disposition is not merger/de facto merger and continuation alone creates no liability. Eligible dissenters generally cannot seek set-aside/ rescission absent fraud; approval does not decide qualitative trigger, fiduciary, creditor, tax, securities, antitrust, or regulation (§§ 302A.471, subd. 4, 302A.661, subd. 4) |
| Mississippi verified 2026-09-05 | Mississippi Business Corporation Act, §§ 79-4-1.01 et seq.; domestic for- profit corporation. Covers sale, lease, exchange, or other non-exempt disposition leaving no significant continuing activity; consolidated- subsidiary assets deemed parent assets (§§ 79-4-1.40(4), -12.02(a), (h)) |
Trigger is non-exempt disposition leaving corporation without significant continuing business activity, not express all/substantially-all formula. Usual/regular-course disposition of any/all assets exempt unless articles opt in (§§ 79-4-12.01(1), -12.02(a)) |
Conclusive retained-activity safe harbor: ≥25% prior-year total assets AND ≥25% of either continuing pretax income OR continuing revenue, corporation and subsidiaries consolidated. No below-threshold presumption or investment- holding rule stated (§ 79-4-12.02(a), (h)) |
Board initiates by authorizing resolution, submits, and recommends approval; conflict/special-circumstances nonrecommendation requires basis. Board may condition submission on any basis (§ 79-4-12.02(b)-(c)) |
Every voting/nonvoting holder gets 10-60-day notice stating purpose and describing disposition, terms, conditions, consideration. Consent defaults unanimous; articles may use meeting threshold, with 60-day collection and ≤10-day later notices (§§ 79-4-7.04-.05, -12.02(d)) |
Majority of votes entitled constitutes required quorum; with quorum, votes cast for must exceed votes cast against. Articles or board condition may require greater vote/quorum; no disposition-specific class vote stated (§§ 79-4-7.25, -12.02(c), (e)) |
Unless articles opt in: usual-course assets, any-course encumbrance, wholly owned entities, and pro rata class/series distribution exempt. Disposition during dissolution outside § 12.02; no investment-management exception stated (§§ 79-4-12.01, -12.02(g)) |
After approval and before consummation, corporation may abandon without holder action, subject to other parties' contractual rights. Article 12 states no statutory agreement execution, filing, amendment, or closing process (§ 79-4-12.02(f)) |
Eligible voter gets appraisal on consummated § 12.02 disposition, subject to § 13.02's statutory limits; governing records/board may extend rights. Meeting/consent notice states whether appraisal is, is not, or may be available and includes article when applicable (§§ 79-4-13.02, -13.20) |
Article 12 supplies internal approval, exclusions, and abandonment only; it does not decide significant-activity facts, fairness, fiduciary compliance, successor liability, fraudulent transfer, creditors, tax, securities, antitrust, employment, environment, licensing, or regulation |
| Missouri verified 2026-09-05 | Missouri General and Business Corporation Law, ch. 351; Missouri corporation under or subject to chapter. Covers sale, lease, exchange, or other non-encumbrance disposition of all/substantially-all property and assets, with/without goodwill, outside usual and regular course; money or real/personal property, including another corporation's shares, may be consideration (§§ 351.015(6), 351.400) |
Section 351.400 applies to all/substantially-all property and assets outside usual and regular course; it states no significant-continuing-activity formulation. Ordinary-course disposition is outside its trigger (§ 351.400) |
No percentage safe harbor, consolidated-basis test, subsidiary attribution/ valuation rule, or investment-holding rule stated in § 351.400; do not decide the qualitative all-or-substantially-all facts |
Board may adopt resolution recommending and directing submission, but board adoption is unnecessary and proposal may go directly to annual/special shareholder meeting. No conflict-based nonrecommendation or conditioning procedure stated (§ 351.400(1)) |
Notice only to record holders entitled to vote, 10-70 days before meeting; states place/day/hour and, for special meeting, purposes. Section 351.400 adds asset-disposition purpose but no nonvoter notice or transaction/terms/ consideration description. General no-meeting action requires unanimous entitled-holder written consent filed with minutes (§§ 351.230, 351.273, 351.400(2)) |
Affirmative vote of holders of ≥two-thirds of outstanding shares entitled at meeting. Articles or shareholder-adopted bylaws may require greater share, class, or series concurrence; § 351.400 states no automatic class/series vote (§§ 351.270, 351.400(3)) |
Usual-course disposition outside § 351.400; mortgage, deed of trust, and pledge expressly excluded from extraordinary trigger. No wholly owned subsidiary, pro rata distribution, or dissolution exclusion stated there; dissent right excludes approved voluntary-dissolution liquidation sale/ exchange/other disposition (§§ 351.400, 351.405.6) |
Section 351.400 prescribes no separate statutory agreement, signature, filing, closing, or amendment process. After shareholder authorization, board may abandon in its discretion without further shareholder action, subject to third-party rights under related contracts (§ 351.400(4)) |
On authorized outside-course sale/exchange of all/substantially-all assets, holder who did not vote for it and files written objection at/before meeting may demand fair value within 20 days after vote. Rights cease on corporate abandonment/shareholder revocation and exclude approved voluntary- dissolution liquidation; § 351.405 does not name lease/other disposition in ordinary trigger (§ 351.405.1, .4, .6) |
Internal authorization does not decide qualitative trigger, fairness, fiduciary compliance, successor liability, creditors, tax, securities, antitrust, employment, environmental, licensing, or regulation. Lack of corporate capacity/power alone does not invalidate act/conveyance, but § 351.395 preserves specified proceedings; it does not cure an approval or other-law defect (§§ 351.395, 351.400) |
| Montana verified 2026-09-05 | Montana Business Corporation Act ch. 14 pt. 12; ordinary domestic corporation. Covers sale, lease, exchange, or other non-exempt disposition of assets; direct/indirect consolidated-subsidiary assets count as parent assets (§§ 35-14-1201 to -1202) |
Trigger is non-exempt disposition leaving corporation without significant continuing business activity, not express all/substantially-all formula. Usual/regular-course disposition of any/all assets exempt unless articles opt in (§§ 35-14-1201(1), -1202(1)) |
Conclusive retained-activity safe harbor: ≥25% prior-year total assets AND ≥25% of either continuing pretax income OR continuing revenue, corporation/subsidiaries consolidated. No reverse presumption, subsidiary- valuation, or investment-holding rule stated (§ 35-14-1202(1), (8)) |
Board first adopts authorizing resolution, submits, and recommends; conflict, special circumstances, or § 35-14-826 nonrecommendation requires basis. Board may set conditions for approval or effectiveness (§§ 35-14-826, -1202(2)-(3)) |
Every voting/nonvoting holder gets 10-60-day meeting notice stating purpose and describing disposition, terms, conditions, consideration. Consent is unanimous unless articles allow meeting-equivalent votes; 60-day collection and 10-day post-action notices apply (§§ 35-14-704 to -705, -1202(4)) |
Default majority of all entitled votes plus each entitled separate group. Articles may require greater/lesser vote, but not below votes-cast approval under § 725(3), and may not lower group quorum below majority-entitled (§§ 35-14-725(3), -1202(5)) |
Unless articles opt in: usual-course assets, any-course encumbrance, wholly owned domestic/foreign entities, and pro rata class/series distribution exempt. Dissolution dispositions follow pt. 14, not § 1202 (§§ 35-14-1201, -1202(7)) |
Part 12 states no statutory agreement execution, filing, amendment, or closing process. After holder approval and before consummation, corporation may abandon without holder action, subject to other parties' contract rights (§ 35-14-1202(6)) |
Entitled voter may receive appraisal on consummated § 1202 disposition, subject to cash-distribution, market, consideration, interested-transaction, and preferred-share limits. Meeting/consent notice states whether rights apply and includes pt. 13 when applicable (§§ 35-14-1302, -1320) |
Internal approval does not decide significant-activity or safe-harbor facts, fairness, fiduciary compliance, successor liability, fraudulent transfer, creditors, tax, securities, antitrust, employment, environmental, licensing, or other external law (§§ 35-14-1201 to -1202) |
| Nebraska verified 2026-09-05 | Nebraska Model Business Corporation Act §§ 21-2,169 to -170; ordinary domestic corporation. Covers sale, lease, exchange, or other non-exempt disposition leaving no significant continuing activity; consolidated- subsidiary assets deemed parent assets (§ 21-2,170(a), (h)) |
Trigger is non-exempt disposition leaving corporation without significant continuing business activity, not express all/substantially-all formula. Usual/regular-course disposition of any/all assets exempt unless articles opt in (§§ 21-2,169(1), 21-2,170(a)) |
Conclusive retained-activity safe harbor: ≥25% prior-year total assets AND ≥25% of either continuing pretax income OR continuing revenue, corporation and subsidiaries consolidated. No below-threshold presumption or investment- holding rule stated (§ 21-2,170(a), (h)) |
Board initiates by authorizing resolution, submits, and recommends approval; conflict/special circumstances or § 21-2,101 route requires basis. Board may condition submission on any basis (§ 21-2,170(b)-(c)) |
Every voting/nonvoting holder gets 10-60-day notice stating purpose and describing disposition, terms, conditions, consideration. Consent defaults unanimous; articles may use meeting threshold, with 60-day collection and ≤10-day later notices (§§ 21-256 to -257, 21-2,170(d)) |
Majority of votes entitled constitutes required quorum; with quorum, votes cast for must exceed votes cast against. Articles or board condition may require greater vote/quorum; no disposition-specific class vote stated (§§ 21-267, 21-2,170(c), (e)) |
Unless articles opt in: usual-course assets, any-course encumbrance, wholly owned entities, and pro rata class/series distribution exempt. Disposition during dissolution outside § 21-2,170; no investment-management exception stated (§§ 21-2,169, 21-2,170(g)) |
After approval and before consummation, corporation may abandon without holder action, subject to other parties' contractual rights. Sections 21-2,169 to -170 state no statutory agreement execution, filing, amendment, or closing process (§ 21-2,170(f)) |
Eligible voter gets appraisal on consummated § 21-2,170 disposition, subject to cash/net-assets one-year distribution, interested-transaction, market, consideration-distribution, preferred-share, and regulated-entity limits. Meeting/consent appraisal notices apply (§§ 21-2,172, -174) |
After holder approval, shareholder challenge/injunction/rescission is limited, with authorization, fraud/misrepresentation, interested-transaction, and specified nonunanimous-consent exceptions. Approval does not decide trigger facts or excluded substantive/external law (§ 21-2,183) |
| Nevada verified 2026-09-05 | NRS Chapter 78; ordinary Nevada private corporation. Covers sale, lease, or exchange of all property/assets, including goodwill and corporate franchises, on board-approved terms/conditions (§§ 78.015, 78.565(1)) |
Trigger is sale/lease/exchange of all property and assets; § 78.565 states no ordinary-course, substantially-all, or significant-continuing-activity formulation. Do not decide whether transaction reaches “all” |
No percentage safe harbor, consolidated-subsidiary test, subsidiary valuation rule, or investment-holding rule stated in § 78.565 |
Action at any board meeting; board approves terms and conditions. Section 78.565 states no recommendation, conflict/special-circumstances explanation, or conditioning procedure (§ 78.565(1)) |
General written notice to voting holders 10-60 days before meeting states purpose, date/time, remote means, and location; § 78.565 adds no nonvoter, transaction-description, terms, consideration, or materials rule. Written consent may act without meeting/notice (§§ 78.320(2)-(3), 78.370(1)-(3)) |
Affirmative holders of ≥majority of corporation's voting power; articles may otherwise provide. No separate class/series vote stated; general quorum is majority voting power unless chapter/articles/bylaws vary it (§§ 78.320(1), 78.565(1)) |
Unless articles provide otherwise, no vote for mortgage, trust, or pledge securing corporate debt. Section 78.565 states no ordinary-course, wholly owned subsidiary, pro rata distribution, or dissolution exclusion; separate dissolution provisions govern dissolved corporations (§ 78.565(2)(a)) |
Unless articles provide otherwise, no stockholder vote to abandon. Section 78.565 states no statutory agreement, signature, filing, closing, amendment, timing limit, or express third-party contract-rights preservation (§ 78.565(2)(b)) |
Ordinary § 78.565 sale/lease/exchange is not an automatic Chapter 92A dissent trigger. Articles, bylaws, or board resolution may create dissent for a stockholder-voted action; resulting Chapter 92A limits/notices then apply (§ 92A.380(1)(d)) |
Section 78.565 supplies internal authorization only; directors' separate good-faith, informed-basis, corporation-interest duties remain. Statute does not decide “all” facts, fairness, successor liability, creditors, fraudulent transfer, tax, securities, antitrust, employment, environment, licensing, or regulation (§§ 78.138(1), 78.565) |
| New Hampshire verified 2026-09-05 | New Hampshire Business Corporation Act art. 12; ordinary domestic corporation. Covers sale, lease, exchange, or other non-exempt disposition of assets; direct/indirect consolidated-subsidiary assets count as parent assets (RSA §§ 293-A:12.01 to :12.02) |
Trigger is non-exempt disposition leaving corporation without significant continuing business activity, not express all/substantially-all formula. Usual/regular-course disposition of any/all assets is exempt unless articles opt in (RSA §§ 293-A:12.01(a)(1), :12.02(a)) |
Conclusive retained-activity safe harbor: ≥25% prior-year total assets AND ≥25% of either continuing pretax income OR continuing revenue, corporation and subsidiaries consolidated. No reverse presumption, subsidiary-valuation, or investment-holding rule stated (RSA § 293-A:12.02(a), (h)) |
Board initiates by authorizing resolution, submits, and recommends; conflict, special circumstances, or RSA 293-A:8.26 nonrecommendation requires basis. Board may condition submission on any basis (RSA §§ 293-A:8.26, :12.02(b)-(c)) |
Every voting/nonvoting holder gets 10-60-day meeting notice stating purpose and describing disposition, terms, conditions, and consideration. Consent is unanimous unless articles allow meeting-equivalent votes; 60-day collection and post-action nonvoter/nonconsenter notices apply (RSA §§ 293-A:7.04 to :7.05, :12.02(d)) |
At meeting, majority of votes entitled is required quorum; with quorum, votes cast for must exceed votes cast against. Articles or board condition may require greater vote/quorum; no disposition-specific class/group vote stated (RSA §§ 293-A:7.25, :12.02(c), (e)) |
Unless articles opt in: usual-course assets, any-course encumbrance, wholly owned entities, and pro rata class/series distribution exempt. Dissolution dispositions follow the separate dissolution subchapter, not art. 12's approval rule (RSA §§ 293-A:12.01, :12.02(g)) |
Article 12 states no statutory agreement execution, filing, amendment, or closing process. After holder approval and before consummation, corporation may abandon without holder action, subject to other parties' contract rights (RSA § 293-A:12.02(f)) |
Consummated RSA 293-A:12.02 disposition can create appraisal, subject to net-assets- distribution, market, consideration, interested-transaction, and preferred- share limits. Meeting/consent notice says rights are, are not, or may be available and includes article when applicable (RSA §§ 293-A:13.02, :13.20) |
Internal approval does not decide significant-activity or safe-harbor facts, fairness, fiduciary compliance, successor liability, fraudulent transfer, creditors, tax, securities, antitrust, employment, environmental, licensing, or other external law (RSA §§ 293-A:12.01 to :12.02) |
| New Jersey verified 2026-09-05 | New Jersey Business Corporation Act §§ 14A:10-10 to -11; ordinary domestic profit corporation. Covers sale, lease, exchange, or other disposition of all/substantially-all assets outside usual and regular course as conducted (§ 14A:10-11(1)) |
Board/shareholder route for all/substantially-all assets outside usual/ regular course as conducted; ordinary-course transaction board-only unless certificate requires holders. No significant-continuing-activity formula (§§ 14A:10-10 to -11) |
No asset/income/revenue percentage or investment-holding safe harbor. Outside-course disposition of all/substantially-all assets of subsidiaries is treated as parent disposition when subsidiaries constitute all/ substantially-all parent assets; no valuation method stated (§ 14A:10-11(3)) |
Board recommends disposition and directs meeting vote. Section states no conflict/special-circumstance nonrecommendation or conditioning route; holders fix or authorize board to fix terms/conditions/consideration (§ 14A:10-11(1)(a), (c)) |
Every record holder, voting or not, gets written notice 20-60 days before, with principal-terms summary and dissent/fair-value statement outlining procedure and deadlines (§ 14A:10-11(1)(b)) |
Post-1968 corporation: majority of votes cast plus majority cast in each entitled class/series. Pre-1969: 2/3 of votes cast unless certificate amended by 2/3 votes cast to adopt majority rule. Section states no general greater- vote clause beyond class/certificate rules (§ 14A:10-11(1)(c)-(d)) |
Unless certificate requires holders: board-only ordinary-course all-assets disposition and mortgage/pledge whether or not ordinary course; parent may transfer any/all assets to direct/indirect wholly owned corporation. No pro rata distribution or general dissolution exception in §§ 14A:10-10 to -11 |
No prescribed plan/agreement, signer, filing, or closing order; holders fix or let board fix terms/conditions/consideration. After approval board may abandon without further holder action, subject to third-party contract rights (§ 14A:10-11(1)(c), (2)) |
General dissent right for outside-course all/substantially-all disposition, excluding wholly owned transfer; certificate may vary. Default market-out for listed/≥1,000-holder class, qualifying one-year dissolution distribution, and court sale. Procedure/certificate or fraud/deception challenge preserved (§ 14A:11-1(1)(b), (5)) |
Sections govern internal approval/dissent, not qualitative trigger, fairness, validity, successor liability, fraudulent transfer, creditors/liens, tax, securities, antitrust, employment, environmental, licensing, or fiduciary compliance; § 14A:11-1(5) preserves procedure/fraud challenge |
| New Mexico verified 2026-09-05 | New Mexico Business Corporation Act, Article 15; ordinary domestic corporation. Covers sale, lease, exchange, or other disposition of all/substantially-all property/assets, with/without goodwill, including real/ personal money/property/share consideration (§§ 53-15-1 to -2) |
Shareholder approval for all/substantially-all property/assets outside usual and regular course. No significant-continuing-activity formulation stated; usual-course disposition needs board but no holder approval (§§ 53-15-1 to -2) |
No percentage safe harbor, consolidated-subsidiary test, subsidiary valuation rule, wholly owned subsidiary rule, or investment-holding rule stated in Article 15 |
Board adopts resolution recommending disposition and directing holder vote; holders may fix or let board fix terms, conditions, consideration. No conflict/nonrecommendation or conditioning procedure stated (§ 53-15-2(A), (C)) |
Every voting/nonvoting record holder gets written notice ≥20 days before, stating disposition purpose. No description, terms, consideration, or appraisal warning required in § 53-15-2. Unanimous written consent may replace meeting (§§ 53-15-2(B), 53-18-8) |
Majority of all shares entitled, plus majority of each class entitled as a class and total entitled shares. Articles may require more; some pre-June 17, 1983 corporations retain two-thirds until statutory opt-in (§§ 53-15-2(C), 53-18-6 to -6.1) |
Usual-course all/substantially-all disposition and any-course mortgage/pledge need board authorization but no holder consent. No wholly owned subsidiary, pro rata distribution, or dissolution exclusion stated; sale in dissolution is express dissent event (§§ 53-15-1, 53-15-3(A)(2)) |
After authorization, board may abandon in its discretion without holder action, subject to third-party contract rights. Article 15 states no statutory agreement, signature, filing, amendment, closing, or timing process (§ 53-15-2(D)) |
Any holder may dissent on sale/exchange of all/substantially-all assets outside usual course, including dissolution sale; court-order and cash/one- year net-proceeds-plan sales excluded. Lease/other disposition not automatic trigger; objection/demand procedure applies (§§ 53-15-3(A)(2), 53-15-4) |
Holder with payment right may attack validity only for action unlawful or fraudulent as to holder/corporation. Approval does not decide trigger facts, fairness, fiduciary compliance, successor liability, fraudulent transfer, creditors, tax, securities, antitrust, employment, environment, licensing, or regulation (§ 53-15-3(D)) |
| New York verified 2026-09-05 | New York Business Corporation Law art. 9; ordinary domestic business corporation. Covers sale, lease, exchange, or other disposition of all/substantially-all assets outside usual/regular course actually conducted (§ 909(a)) |
Section 909 procedure only when all/substantially-all assets disposition is not in usual or regular course of business actually conducted. No significant-continuing-business formulation; conveyance recital that threshold is not met or course is ordinary is presumptive evidence (§ 909(a)-(b)) |
No asset/income/revenue percentage, consolidated-subsidiary, subsidiary- valuation, or investment-holding safe harbor stated in §§ 909 or 911; do not import another state's test |
Board authorizes proposed disposition and directs shareholder vote. Section states no recommendation, conflict explanation, or submission-condition procedure; shareholders may fix terms/conditions/consideration or authorize board to fix them (§ 909(a)(1), (3)) |
Every record shareholder, voting or not, gets § 909 notice; voting holders get general 10-60 days (24-60 third-class mail). Appraisal-triggering meeting notice states purpose/effect and includes § 623 or material outline. Section 909 states no plan, terms, or consideration attachment (§§ 605(a), 909(a)(2)) |
Majority of votes of all outstanding entitled shares for post-clause-date corporations and existing corporations whose certificate expressly elects; 2/3 of votes of all outstanding entitled shares for other existing corporations. Section 909 states no separate class/series formula (§ 909(a)(3)) |
Ordinary/regular-course transaction outside § 909 procedure. Board may mortgage/pledge/create security interest in any/all property without holder consent unless certificate says otherwise. No subsidiary/pro rata/general dissolution exception; same-name successor route can automatically dissolve seller after 30 days unless name changes (§§ 909(d)-(e), 911) |
No prescribed transaction agreement or filing for ordinary route; shareholders fix or delegate terms/conditions/consideration. Deed/lease/ conveyance recitals have presumptive effect; recorded-realty set-aside claim for § 909(a) failure has one-year filing/pendency limit. Board may abandon subject to third-party contract rights (§ 909(a)(3), (b)-(c), (f)) |
Entitled voting shareholder who does not assent has § 623 payment route, except transaction wholly for cash conditioned on dissolution and substantially-all net-asset distribution by interests within one year. Meeting notice includes appraisal warning/materials (§§ 605(a), 910(a)(1)(B)) |
Statute supplies internal approval, recital presumption, limitations period, and same-name dissolution effect; it does not decide qualitative trigger, fairness, validity on other grounds, successor liability, fraudulent transfer, creditors/liens, tax, securities, antitrust, employment, environmental, licensing, or fiduciary compliance (§ 909) |
| North Carolina verified 2026-09-05 | North Carolina Business Corporation Act art. 12; ordinary domestic business corporation. Covers sale, lease, exchange, or other disposition of all/substantially-all property outside usual and regular course (§§ 55-12-01 to -02) |
Board/shareholder route for all/substantially-all property outside usual and regular course. Ordinary-course and less-than-substantially-all transactions need no holder approval unless articles/shareholder-adopted bylaws say otherwise; retained significant activity has 25%/25% safe harbor (§ 55-12-01(b)) |
Retained activity ≥25% total assets and ≥25% of pretax continuing income or continuing revenue, most recently completed fiscal year, corporation and subsidiaries consolidated. No separate subsidiary valuation or investment- holding rule (§ 55-12-01(b)(3)) |
Board determines terms/conditions/consideration and proposes; recommends unless conflict/special circumstances or § 55-8-26, then communicates basis. May condition submission on any basis (§ 55-12-02(a)-(c)) |
Every shareholder, voting or not, gets 10-60 days' meeting notice stating asset-disposition purpose and containing/accompanied by transaction description. No plan or consideration description required in § 55-12-02(d) (§§ 55-7-05, 55-12-02(d)) |
Majority of all votes entitled, unless articles, shareholder-adopted bylaw, Article 9, or board condition requires greater vote or voting groups. No automatic asset-sale class vote in Article 12 (§ 55-12-02(e)) |
Unless articles/shareholder bylaws override: board-only mortgage/security interest, ordinary-course all-assets disposition, transfer to wholly owned corporation/unincorporated entity, and less-than-substantially-all sale. Distribution uses § 55-6-40; no Article 12 dissolution exception stated (§§ 55-12-01, 55-12-02(g)) |
Board determines terms/conditions/consideration; no prescribed plan, agreement, signer, filing, or closing sequence. After authorization, transaction may be abandoned without further holder action, subject to contractual rights (§ 55-12-02(a), (f)) |
Consummated § 55-12-02 disposition generally triggers appraisal, subject to covered-security/organized-market/open-end-fund limits, consideration and interested-transaction restorations, and permitted preferred-share article limits. Meeting/consent notice states availability and may include Article 13 (§§ 55-13-02(a)(3), (b)-(c), 55-13-20) |
Article 12 preserves Article 9 and governs internal approval, not qualitative trigger, fairness, validity, successor liability, fraudulent transfer, creditors/liens, tax, securities, antitrust, employment, environmental, licensing, or fiduciary compliance (§§ 55-12-01 to -03) |
| North Dakota verified 2026-09-05 | North Dakota Business Corporation Act § 10-19.1-104; ordinary domestic corporation. Covers sale, lease, transfer, or other disposition of all/substantially-all property/assets including goodwill; money, securities, payment instruments, or other property as consideration (§ 10-19.1-104) |
Board-only route in usual/regular course; outside-course all/substantially- all disposition needs holder approval unless corporation retains significant continuing business activity. No broader qualitative test stated (§ 10-19.1-104(1)-(2)) |
Holder-vote exception: retain ≥25% total assets AND ≥25% of either continuing pretax income OR continuing revenue, each consolidated with subsidiaries. No reverse presumption, subsidiary valuation, or investment-holding rule stated (§ 10-19.1-104(2)(b)) |
Majority of directors present approves terms, conditions, and consideration the board deems expedient. No disposition-specific resolution form, recommendation, conflict nonrecommendation, or conditioning procedure stated (§ 10-19.1-104(1)-(2)) |
Every voting/nonvoting holder gets written notice stating disposition purpose; ordinarily 10-50 days, but articles/bylaws may set shorter minimum. No terms/conditions/consideration attachment stated; consent notice follows within 5 days (§§ 10-19.1-73, -75, -104(2)(a)) |
Majority of all voting power entitled. Separate class/series vote applies only when chapter, articles, or share terms grant it; articles may require more. Consent defaults unanimous; articles may allow meeting-equivalent vote, never below majority voting power, and a post-formation amendment adding that route needs unanimity (§§ 10-19.1-74 to -75, -104(2)(a)) |
Board-only route covers usual-course all/substantially-all disposition, security interest in any course, and transfer to directly/indirectly wholly owned organization. After dissolution notice filing, directors may dispose without holder vote; no pro rata distribution exclusion stated (§§ 10-19.1-104(1), -109(2)) |
Current/last officers may sign confirmatory deeds, assignments, or similar instruments at any time, even after corporation ends. Section 104 states no prescribed agreement, filing, amendment, closing, or abandonment procedure (§ 10-19.1-104(3)) |
Dissent covers a subsection 104(2) disposition except dissolution, court-order, or cash/ 1-year net-proceeds-distribution routes; listed-market limitation and consideration exception apply. Meeting notice flags rights and includes the two dissent sections (§§ 10-19.1-87 to -88) |
Transferee liable only by contract/agreement, chapter, or other state statute; no merger/de facto merger or continuation-only liability. Dissenter generally cannot rescind except fraud. Approval does not decide fairness, fiduciary, creditor, tax, securities, antitrust, or other law (§§ 10-19.1-87(4), -104(4)) |
| Oklahoma verified 2026-10-06 | Oklahoma General Corporation Act, 18 O.S. §§ 1001-1144; ordinary stock corporation. Covers sale, lease, or exchange of all/substantially-all property/assets, including goodwill and corporate franchises; money, other property, other-corporation stock/securities may be consideration (§ 1092(A)) |
Trigger is sale/lease/exchange of all/substantially-all property/assets; § 1092 states no usual/regular/ordinary-course or significant-continuing- activity exception. Do not decide qualitative threshold (§ 1092(A)) |
No percentage safe harbor, consolidated calculation, valuation method, or investment-holding test. Property/assets include every directly/indirectly wholly owned and controlled subsidiary's assets; transfer to such subsidiary exempt unless certificate provides otherwise (§ 1092(C)) |
Board/governing body meets, sets terms/conditions/consideration, and deems transaction expedient and in corporation's best interests. No separate board recommendation, conflict-based nonrecommendation, or conditioning procedure stated (§ 1092(A)) |
Notice to holders entitled to vote, 20-60 days before meeting; states asset- sale resolution will be considered plus general place/date/hour/remote means. No nonvoter notice or transaction/terms/consideration description required. Current consent uses meeting-equivalent votes, 60-day collection, prompt nonconsenter notice (§§ 1067, 1073, 1092(A)) |
Resolution by majority of outstanding stock entitled to vote; § 1092 states no automatic class/series vote or express lower/higher transaction vote. Certificate may bar/alter general meeting-equivalent written consent (§§ 1073(A), 1092(A)) |
No ordinary-course, distribution, or dissolution exclusion stated. Current mortgage/pledge needs no shareholder consent unless certificate says; wholly owned controlled subsidiary transfer exempt unless certificate says. New secured-party/alternative-sale exceptions begin November 1, 2026 (§§ 1092(C), 1093; 2026 ch. 304) |
Section 1092 states no separate agreement execution, filing, amendment, or closing process. Board/governing body may abandon after shareholder/member authorization without further holder action, subject to third-party rights under related contracts (§ 1092(B)) |
No automatic asset-sale appraisal. Certificate may grant appraisal for sale of all/substantially-all assets; § 1091 procedures then apply as nearly as practicable. Asset-sale eligibility therefore turns on certificate and compliance, not § 1092 approval alone (§ 1091(C)) |
Internal approval states no general successor-liability or transaction-effect rule and does not decide qualitative trigger, fairness, fiduciary compliance, creditors, tax, securities, antitrust, employment, environment, licensing, or regulation. November 1 secured-sale protection preserves injunction and fiduciary-damages claims (2026 ch. 304, § 20) |
| Oregon verified 2026-09-05 | Oregon Business Corporation Act, ORS ch. 60; ordinary domestic private corporation. Covers sale, lease, exchange, or other disposition of all/ substantially-all property, with/without goodwill, outside usual/regular course; board determines terms, conditions, consideration (§§ 60.531-.534) |
Trigger is all/substantially-all property outside usual and regular course. Usual-course all/substantially-all disposition is board-authorized; no significant-continuing-activity formulation stated (§§ 60.531-.534) |
No percentage safe harbor, consolidated-basis, subsidiary attribution/ valuation, or investment-holding test. Transfer of any/all property to a corporation whose shares are wholly owned is board-only unless articles require vote (§ 60.531(1)(c), (2)) |
Board proposes and determines terms/conditions/consideration; adopts resolution directing annual/special meeting submission. Section states no recommendation or conflict-based nonrecommendation procedure; board may condition submission on any basis (§ 60.534(1)-(3)) |
Every voting/nonvoting shareholder gets 10-60-day notice stating purpose and containing/accompanied by transaction description, but no express terms/ consideration summary. Consent is unanimous unless articles authorize meeting-equivalent vote; nonvoter/nonconsenter notices vary by route (§§ 60.211, 60.214, 60.534(4)) |
Majority of all votes entitled; articles or board condition may require greater vote or voting-group vote. Section states no automatic separate group vote or lower-vote route (§ 60.534(3), (5)) |
Unless articles require vote: usual-course all/substantially-all disposition, any-course encumbrance, and wholly owned corporation transfer exempt. Distribution uses ORS 60.181, not § 60.534; no general dissolution/court- order exclusion stated there (§§ 60.531-.534) |
Board sets terms/conditions/consideration and may condition submission; § 60.534 states no separate agreement execution, filing, amendment, or closing process. Authorized transaction may be abandoned without further shareholder action, subject to contractual rights (§ 60.534(1), (3), (6)) |
Eligible voter gets dissent on consummated outside-course sale/exchange of all/substantially-all property, including dissolution sale, excluding court- ordered or cash/one-year-net-proceeds-distribution sale; national-exchange shares excluded unless articles restore. Meeting notice attaches statute; pre-vote intent/no favorable vote and 30-60-day demand apply (§§ 60.554, 60.561-.567) |
Eligible dissenter cannot otherwise challenge corporate action unless unlawful/fraudulent as to holder or corporation. Approval does not decide qualitative trigger, fairness, fiduciary compliance, successor liability, creditors, tax, securities, antitrust, employment, environment, licensing, or regulation (§ 60.554(2)) |
| Pennsylvania verified 2026-09-05 | 15 Pa.C.S. § 1932; ordinary domestic business corporation. Covers sale, lease, exchange, or other disposition of all/substantially-all property and assets, with/without goodwill; shareholder-required route uses plan of asset transfer (§ 1932(b)) |
Board-alone route for usual/regular course or relocating all/substantially- all business unless bylaws restrict. Otherwise plan route unless another express exception; 25%/25% retained-activity presumption conclusively means not substantially all (§ 1932(a), (b), (g)) |
Retained corporation/controlled-subsidiary activity: ≥25% total assets and ≥25% of pretax continuing income or continuing revenue, prior fiscal year, consolidated. Assets may use book, appreciation-adjusted, current segmented/ going-concern, or other reasonable method; income/revenue may use GAAP or corporation's reasonable usual practices (§ 1932(g)) |
Board resolution approves plan/directs vote under incorporated Chapter 3 procedure; plan sets terms or delegates any/all to board. No ordinary recommendation requirement; record agreement may require submission even if board later finds plan inadvisable and recommends rejection (§§ 320, 321(a), 1932(b)(3)-(4)) |
Record notice to every record holder, voting or not, with plan/summary, special-treatment notice, applicable dissent texts, and free organic-rules statement. Voting holders get ≥10 days for Chapter 3/19 meeting (§§ 321(b), 1704(b)-(c), 1932(b)(4)) |
Majority of votes cast by all entitled holders, plus majority votes cast in each required class vote. Article-change-equivalent class rights and qualifying special treatment may create class/group vote; shareholder- adopted bylaws may require more (§§ 321(c), 1757, 1906) |
No plan/share vote for usual/regular course, relocation unless bylaws restrict, statutory distribution or division, qualifying parent-to-wholly- owned corporation transfer with parent-share rights unchanged, dissolution/ liquidation, simultaneous sale-leaseback, or mortgage/pledge/security/ debt-dedication (§ 1932(a), (b)(1), (d)-(e)) |
Record-form plan states terms or delegates them, may distribute consideration and use external facts; acquirer need not be party. Adopt/amend/terminate through incorporated Chapter 3 merger-plan procedure; no Department of State filing needed for effectiveness (§ 1932(b)(3)-(5)) |
Objecting transferring-corporation shareholder complying with Chapter 15 has dissent rights, if any; excluded for court-ordered sale and plan requiring substantially-all net proceeds distributed by interests within one year or to liquidating trust. Notice includes dissent provisions (§ 1932(b)(4), (c)) |
Section forbids construing transfer authority to permit fraud on corporate creditors or violation of law. Procedure/safe harbor does not decide substantially-all facts outside presumption, fairness, validity, successor liability, liens, tax, securities, antitrust, employment, environmental, licensing, or fiduciary compliance (§ 1932(f)-(g)) |
| Rhode Island verified 2026-09-05 | Rhode Island Business Corporation Act pt. 11; ordinary domestic corporation. Covers sale, lease, exchange, or other disposition of all/substantially-all property/assets, with/without goodwill; consideration may be money or real/ personal property including domestic/foreign shares (§§ 7-1.2-1101 to -1102) |
Board-only route for all/substantially-all property/assets in usual/regular course; board-and-holder route outside that course unless cash/subsidiary exception applies. No significant-continuing-activity formulation stated (§§ 7-1.2-1101 to -1102) |
No general asset/income/revenue safe harbor or investment-holding rule. Transfer to subsidiary with ≥2/3 election voting power is exempt; subsidiary assets count as parent assets when subsidiary shares are all/substantially all parent assets (§ 7-1.2-1102(e)) |
Board adopts resolution recommending disposition and directs shareholder- meeting submission. No conflict/special-circumstances nonrecommendation or conditioning branch stated; shareholders may fix or delegate terms, conditions, consideration (§ 7-1.2-1102(a), (c)) |
Every voting/nonvoting holder gets ≥20-day meeting notice stating annual/ special status and disposition purpose, plus dissent statement and § 1202 copy/summary. No transaction-description/terms/consideration attachment required; written action is unanimous (§§ 7-1.2-707, -1102(b)) |
Majority of all shares entitled, plus majority of each class entitled by articles to vote separately. Section 1102 states no greater-vote, lesser- vote, quorum, series/group, or board-condition variation; written consent requires all entitled voters (§§ 7-1.2-707, -1102(c)) |
Board-only/no-holder route covers usual-course disposition, mortgage/pledge in any course, ≥2/3-voting-power subsidiary transfer, and any cash transfer. No pro rata distribution or dissolution exclusion stated in pt. 11 (§§ 7-1.2-1101, -1102(e)) |
Part 11 states no statutory agreement, signature, filing, amendment, or closing process. After authorization, board may abandon without further holder action, subject to third-party rights under related contracts (§ 7-1.2-1102(d)) |
Dissent covers sale/exchange requiring § 1102 approval, not lease/other disposition; exchange-listed/national-market or ≥2,000-record-holder shares excluded unless articles restore. Notice states right and includes § 1202; completed-action challenge limited to authorization defect or fraud/material misrepresentation (§§ 7-1.2-1102(b), -1201) |
Internal approval does not decide usual-course/substantially-all facts, fairness, fiduciary compliance, successor liability, fraudulent transfer, creditors, tax, securities, antitrust, employment, environmental, licensing, or other external law (§§ 7-1.2-1101 to -1102) |
| South Carolina verified 2026-09-05 | South Carolina Business Corporation Act, tit. 33 chs. 1-20; domestic for- profit corporation. Covers sale, lease, exchange, or other disposition of all/substantially-all property, with/without goodwill, outside usual/regular course; “sale” excludes mortgage/security interest (§§ 33-1-400(4), 33-12-102 to -103) |
Trigger is all/substantially-all property outside usual and regular course. Usual-course all/substantially-all disposition is board-authorized; no significant-continuing-activity formulation stated (§§ 33-12-101 to -102) |
No percentage safe harbor, consolidated-basis, subsidiary attribution/ valuation, or investment-holding test stated. Only a “public corporation” with federally registered equity may board-authorize transfer to a wholly owned corporation, unless articles require vote (§§ 33-1-400(31), 33-12-101(b)-(c)) |
Board proposes and determines terms/conditions/consideration; must recommend unless conflict/special circumstances justify no recommendation and basis is communicated with submission. Board may condition submission on any basis (§ 33-12-102(a)-(c)) |
Every voting/nonvoting shareholder gets 10-60 day notice; states purpose and contains/accompanies transaction description, but no express terms/ conditions/consideration summary. No-meeting action requires unanimous voting-holder consent plus ≥10-day advance notice/materials to nonvoters (§§ 33-7-104 to -105, 33-12-102(d)) |
Two-thirds of all votes entitled; articles may require lower/higher vote or voting groups but never below majority of all entitled votes. Board condition may require greater vote; no automatic voting-group vote stated (§ 33-12-102(c), (e)-(f)) |
Unless articles require vote: usual-course all/substantially-all disposition and any-course encumbrance exempt; wholly owned corporation transfer exempt only for statutory public corporation. Distribution uses § 33-6-400, not § 33-12-102; no general dissolution/court-order exclusion stated there (§§ 33-12-101 to -102) |
Board determines terms/conditions/consideration; §§ 33-12-101 to -103 state no separate agreement execution, filing, amendment, or closing process. Authorized transaction may be abandoned without further shareholder action, subject to contractual rights (§ 33-12-102(a), (g)) |
Eligible voter gets dissent on consummated outside-course sale/exchange of all/substantially-all property, including dissolution sale, but not court- ordered or cash/one-year-net-proceeds-distribution sale; public-market shares excluded. Meeting notice flags right/attaches chapter; pre-vote intent/no favorable vote and 30-60-day demand window apply (§§ 33-13-102, -200 to -220) |
Internal approval does not decide qualitative trigger, fairness, fiduciary compliance, successor liability, creditors, tax, securities, antitrust, employment, environment, licensing, or regulation. Chapter 12 states no general successor-liability effect; mortgage/security interest is outside its defined “sale” (§ 33-12-103) |
| South Dakota verified 2026-09-05 | South Dakota Business Corporation Act ch. 47-1A, sections 1201 through 1202.6; ordinary domestic corporation. Covers sale, lease, exchange, or other non-exempt disposition; direct/indirect consolidated-subsidiary assets count as parent assets (§§ 47-1A-1201 to -1202.6) |
Trigger is non-exempt disposition leaving corporation without significant continuing business activity, not express all/substantially-all formula. Usual/regular-course disposition of any/all assets exempt unless articles opt in (§§ 47-1A-1201(1), -1202) |
Conclusive retained-activity safe harbor: ≥25% prior-year total assets AND ≥25% of either continuing pretax income OR continuing revenue, corporation/subsidiaries consolidated. No reverse presumption, subsidiary- valuation, or investment-holding rule stated (§§ 47-1A-1202, -1202.6) |
Board initiates by authorizing resolution, submits, and recommends; conflict/special-circumstances nonrecommendation requires its basis. Board may condition submission on any basis (§ 47-1A-1202.1) |
Every voting/nonvoting holder gets 10-60-day meeting notice stating purpose and describing disposition, terms, conditions, consideration. Written action requires all entitled voters; no disposition-specific consent notice stated (§§ 47-1A-704 to -705, -1202.2) |
Majority of votes entitled is required quorum; with quorum, votes cast for must exceed against. Articles or board condition may require greater vote/ presence; no disposition-specific class/group vote stated (§§ 47-1A-725, -1202.1, -1202.3) |
Unless articles opt in: usual-course assets, any-course encumbrance, wholly owned entities, and pro rata class/series distribution exempt. Dissolution dispositions follow the separate dissolution statutes, not the disposition- approval sequence (§§ 47-1A-1201, -1202.5) |
Sections 1201-1202.6 state no statutory agreement execution, filing, amendment, or closing process. After holder approval and before consummation, corporation may abandon without holder action, subject to other parties' contract rights (§ 47-1A-1202.4) |
Entitled voter gets appraisal on a consummated disposition under §§ 47-1A-1202 to -1202.6, subject to market, consideration, acquirer/insider, and preferred-share limits. Meeting notice says rights are, are not, or may be available and includes appraisal provisions when applicable (§§ 47-1A-1302 to -1302.2, -1320) |
Completed-action challenge generally limited to authorization defect or fraud/material misrepresentation, with § 1302.1(3)-(4) exception. Approval does not decide trigger facts, fairness, fiduciary compliance, successor liability, creditors, tax, securities, or other law (§ 47-1A-1302.3) |
| Tennessee verified 2026-09-05 | Tennessee Business Corporation Act, Title 48, ch. 22; domestic for-profit corporation under chs. 11-27. Covers sale, lease, exchange, or other disposition of all/substantially-all property, with/without goodwill, outside usual and regular course (§§ 48-11-201(7), 48-22-102(a)) |
Shareholder approval applies to all/substantially-all property outside usual and regular course; usual-course transaction follows § 48-22-101 and needs no shareholder vote unless charter requires it. No significant- continuing-activity formulation (§§ 48-22-101(a)(1), (b), -102(a)) |
No percentage safe harbor, consolidated financial formula, subsidiary- valuation method, or investment-holding test. Outside-course disposition by ≥80%-voting-power-owned subsidiary/subsidiaries counts if they constitute all/substantially-all parent property; wholly owned entity transfer is a separate no-vote route (§§ 48-22-101(a)(3), -102(a)) |
Board proposes and determines terms, conditions, and consideration; it recommends approval unless conflict/special circumstances justify no recommendation and communicates basis with submission. Board may condition submission on any basis (§ 48-22-102(a)-(c)) |
Every shareholder, voting or not, gets meeting notice 10 days-2 months before, stating asset-disposition purpose and containing/accompanying transaction description. Default consent is unanimous; charter may allow meeting-minimum consent, with 10-day advance nonvoter notice and ≤10-day postdelivery nonconsenter notice (§§ 48-17-104 to -105, 48-22-102(d)) |
Default is majority of all votes entitled to be cast, not votes cast. Charter or board condition may require a greater vote or voting groups; § 48-22-102 states no automatic class/series vote for the transaction (§ 48-22-102(c), (e)) |
Unless charter requires approval, no shareholder vote for usual-course disposition, mortgage/pledge/debt dedication/other encumbrance of any/all property, or transfer of any/all assets to one or more wholly owned corporations/entities. Distribution follows § 48-16-401, not § 48-22-102; no dissolution exclusion, and dissent law addresses dissolution sales (§§ 48-22-101, -102(g), 48-23-102(a)(3)) |
Chapter 22 prescribes no separate statutory agreement, signature, filing, closing, or amendment process. After authorization, transaction may be abandoned without further shareholder action, subject to contractual rights (§ 48-22-102(f)) |
Voting holder and qualifying nonconsenting written-consent holder may dissent from consummated outside-course sale/exchange of all/substantially-all property, including sale in dissolution, except court- ordered or qualifying cash sale distributing net proceeds within 1 year; listed/national-market shares excluded. Meeting/consent notices state corporation's rights conclusion; governing records/board may add rights (§§ 48-23-102, -201) |
Chapter 22 supplies internal authorization and abandonment rules, not a finding that facts cross the qualitative or subsidiary trigger or that the transaction is fair, valid, enforceable, nonfraudulent, or compliant with fiduciary, successor-liability, creditor, tax, securities, antitrust, employment, environmental, licensing, or regulatory law (§§ 48-22-101 to -102) |
| Texas verified 2026-09-05 | Texas Business Organizations Code §§ 21.451, 21.455-.461; ordinary domestic for-profit corporation. Defined sale includes sale, lease, exchange, or other disposition of all/substantially-all property/assets outside usual and regular course, with stated continuing-business exclusions (§ 21.451(2)) |
Shareholder approval only for defined all/substantially-all sale; term excludes transaction if corporation directly/indirectly continues one or more businesses or applies any portion of consideration to a business it conducts afterward. Other asset transfers need no shareholder approval absent certificate provision (§§ 21.451(2), 21.455(a)) |
No asset/income/revenue percentage, consolidated-subsidiary valuation, or investment-holding safe harbor stated. Continuing any business or applying part of consideration to an afterward business is excluded without a stated percentage floor (§ 21.451(2)) |
Board resolution approves sale and recommends shareholder approval, or submits without recommendation and communicates its reason; board may condition submission on any basis (§ 21.455(c)-(e)) |
Meeting notice to every shareholder, voting or not, at least 21 days before; states purpose includes fundamental transaction. Unlike merger/conversion/ exchange notice, asset-sale notice has no statutory plan-copy/summary requirement in § 21.456(b) (§ 21.456) |
Default ≥2/3 of all outstanding shares entitled to vote; certificate may alter under § 21.365. Separate class/series vote on asset sale only when certificate grants it, then ≥2/3 of that outstanding class/series unless code/certificate varies (§§ 21.457(a), (c), 21.458(c)) |
Definition excludes pledge, mortgage, deed of trust, or trust indenture unless certificate provides otherwise; § 21.461 separately permits board- authorized encumbrance and resulting sale without shareholder consent, subject to certificate. No express subsidiary, pro rata distribution, or dissolution exclusion in §§ 21.451/21.455 (§§ 21.451(2), 21.461) |
Statute requires board resolution and shareholder approval but states no prescribed agreement, signer, filing, or closing order. After shareholder approval board may abandon without further holder action, subject to third- party contract rights (§ 21.455(b)-(f)) |
Voting owner has dissent/appraisal right when Code requires approval; Subchapter H does not apply if one owner or only approving owners hold all otherwise eligible interests. Rights notice accompanies meeting notice or precedes/dates written-consent route as specified (§§ 21.460, 10.351(a), 10.354(a)(1)(B), 10.355) |
Sections govern internal approval and appraisal eligibility, not whether disputed facts meet definition or transaction is fair, valid, advisable, or free from successor-liability, fraudulent-transfer, creditor/lien, tax, securities, antitrust, employment, environmental, licensing, or fiduciary consequences (§§ 21.451, 21.455) |
| Utah verified 2026-09-05 | Utah Revised Business Corporation Act; ordinary domestic for-profit corporation. Covers sale, lease, exchange, or other disposition of all/substantially-all property, with/without goodwill, plus specified consent to a controlled entity's disposition (§§ 16-10a-101, -102(11), -1202(1)-(2)) |
Shareholder approval for all/substantially-all property outside usual and regular course, including non-court-ordered dissolution disposition. No significant-continuing-activity formulation stated (§ 16-10a-1202(1)) |
No percentage safe harbor, consolidated test, valuation formula, or investment-holding rule stated. Controlled-entity consent is covered when corporation's interests in entity are themselves all/substantially-all its property (§ 16-10a-1202(2)) |
Board proposes transaction and determines terms, conditions, consideration; recommends approval unless conflict/special circumstances, then communicates basis. Board may condition effectiveness on any basis (§ 16-10a-1202(1), (3)-(4)) |
Voting holders get 10-60-day meeting notice stating purpose and describing transaction. If dissent rights arise, all holders get dissent statement, statute copy, and voting materials. Written-consent route and notice rules also apply (§§ 16-10a-704 to -705, -1202(5), -1320) |
Each voting group entitled approves by majority of all votes entitled to be cast. Chapter, articles, initial/bylaw amendment under § 16-10a-1021, or board condition may require more; no independent class vote stated (§ 16-10a-1202(4), (6)) |
Unless articles require vote: usual-course/nonapproval disposition, any- course encumbrance, and transfer to wholly owned corporation need no shareholder approval. Court-ordered dissolution sale exempt; distribution follows § 16-10a-640, not § 1202 (§§ 16-10a-1201 to -1202) |
Part 12 states no statutory agreement, signature, filing, amendment, or closing process. After authorization, board may abandon transaction or withhold/revoke consent without another shareholder action, subject to contractual rights or other limits (§ 16-10a-1202(7)) |
Dissent/payment right for voting or nonvoting holder on consummation of covered corporate or controlled-entity disposition; cash sale under plan to distribute all/substantially-all net proceeds within one year excluded. Section 1302 limits and dissent notices apply (§§ 16-10a-1302, -1320) |
Part 12 supplies internal approval only; it does not decide trigger facts, fairness, fiduciary compliance, successor liability, fraudulent transfer, creditors, tax, securities, antitrust, employment, environment, licensing, or regulation. Eligible dissenter's challenge is limited to unlawful or fraudulent action (§ 16-10a-1302(5)) |
| Vermont verified 2026-09-05 | Vermont Business Corporation Act ch. 12; ordinary domestic corporation. Covers sale, lease, exchange, or other non-exempt disposition of assets; § 12.02 meeting notice describes all/substantially-all property transaction (11A V.S.A. §§ 12.01-12.02) |
Trigger is non-exempt disposition leaving corporation without significant continuing business activity. Usual/regular-course all/substantially-all property disposition is exempt unless articles opt in (11A V.S.A. §§ 12.01(a)(1), 12.02(a)) |
Conclusive retained-activity safe harbor: ≥25% prior-year total assets AND ≥25% of either continuing pretax income OR continuing revenue, corporation/subsidiaries consolidated. No reverse presumption, subsidiary- valuation, or investment-holding rule stated (11A V.S.A. § 12.02(a)) |
Board recommends; conflict/special-circumstances nonrecommendation requires basis with submission. Board may condition submission on any basis; no initiating-resolution or principal-terms approval language stated (11A V.S.A. § 12.02(b)-(c)) |
Every voting/nonvoting holder gets 10-60-day meeting notice stating purpose and containing/accompanying transaction description, but no express terms/ conditions/consideration list. Articles-based majority consent requires prior all-holder notice (11A V.S.A. §§ 7.04-.05, 12.02(d)) |
Majority of all votes entitled. Articles or board condition may require greater vote or voting groups. Consent defaults unanimous unless articles authorize majority of all entitled shares with prior notice (11A V.S.A. §§ 7.04, 12.02(c), (e)) |
Unless articles opt in: usual-course all/substantially-all property, any-course encumbrance, and transfer to wholly owned corporation exempt. Distribution follows § 6.40; no ch. 12 dissolution exclusion stated (11A V.S.A. §§ 12.01, 12.02(g)) |
Chapter 12 states no statutory agreement, signature, filing, amendment, or closing process. After authorization, corporation may abandon without holder action, subject to contractual rights; no express preconsummation limit stated (11A V.S.A. § 12.02(f)) |
Entitled voter may dissent from non-usual-course sale/exchange of all/substantially-all property, including dissolution sale, except court- ordered or qualifying cash/1-year-distribution sale. Meeting/no-vote notices link to ch. 13 (11A V.S.A. §§ 13.02, 13.20) |
Dissenter may challenge only if action is unlawful or fraudulent as to holder/corporation. Approval does not decide trigger facts, fairness, fiduciary compliance, successor liability, creditors, tax, securities, antitrust, employment, environmental, licensing, or other law (11A V.S.A. § 13.02(b)) |
| Virginia verified 2026-09-05 | Virginia Stock Corporation Act art. 13, §§ 13.1-723 to -724; ordinary domestic private stock corporation. Covers sale, lease, exchange, or other asset disposition outside express no-vote routes when no significant continuing business activity remains (§ 13.1-724(A)) |
Shareholder approval if disposition would leave no significant continuing business activity; ordinary-course disposition exempt unless articles say otherwise. Safe harbor uses 20% assets and 20% income-or-revenue (§§ 13.1-723(1), 13.1-724(A)) |
Retained activity ≥20% consolidated total assets and ≥20% of consolidated pretax continuing income or continuing revenue, most recent completed fiscal year. Board may use reasonable accounting principles, fair valuation, or other reasonable method; direct/indirect consolidated-subsidiary assets deemed parent assets. No investment-holding rule (§ 13.1-724(A), (H)) |
Board resolution initiates/authorizes and submits; recommends unless conflict or special circumstances, then informs holders of basis. May condition shareholder approval or effectiveness (§ 13.1-724(B)-(C)) |
Every shareholder, voting or not, gets 25-60 days' meeting notice stating purpose and containing agreement copy/summary; if summary, corporation sends full agreement on request (§§ 13.1-658(A), 13.1-724(D)) |
Default more than 2/3 of all votes entitled at quorum meeting. Articles may set greater/lesser vote or groups, but not below majority of votes cast by each entitled group with quorum; board condition may require greater vote or quorum (§ 13.1-724(C), (E)) |
Unless articles override: ordinary-course disposition, any encumbrance, transfer to wholly owned corporation/eligible entity, and pro rata class/ series distribution require no holder vote. Dissolution dispositions use Article 16. Regulated-business transfer restriction is outside ordinary private scope (§§ 13.1-723, 13.1-724(G), (I)) |
Meeting notice includes agreement copy/summary; no separate statutory signer or filing. Unless parties agree otherwise, approved transaction may be abandoned before consummation without holder action, subject to contractual rights (§ 13.1-724(D), (F)) |
A § 13.1-724 disposition triggers appraisal automatically only if interested transaction; articles/bylaws/board may grant it for another disposition. Covered-security/organized-market/open-end-fund limits and consideration/ interested-transaction restorations apply; preferred articles may limit subject to safeguards (§ 13.1-730(A)(3), (5), (B)-(C)) |
Sections govern internal approval/appraisal, not significant-activity facts, fairness, validity, successor liability, fraudulent transfer, creditors/ liens, tax, securities, antitrust, employment, environmental, licensing, or fiduciary compliance; regulated businesses use separate restriction (§ 13.1-724(I)) |
| Washington verified 2026-09-05 | Washington Business Corporation Act ch. 23B.12 RCW; ordinary domestic business corporation. Covers sale, lease, exchange, or other disposition of property/assets outside usual and regular course when no significant continuing activity remains (RCW 23B.12.020(1)) |
Approval if nonexempt outside-course disposition leaves no significant continuing activity. 25%/25% safe harbor is conclusive, but missing it creates no reverse presumption (RCW 23B.12.010(1), .020(1)-(3)) |
Retained activity ≥25% consolidated total assets and ≥25% consolidated pretax continuing income or continuing revenue, most recent completed fiscal year. Reasonable accounting statements or fair/other reasonable asset method; subsidiary assets treated as parent assets. No investment-holding rule (RCW 23B.12.020(2)-(4), (12)) |
Board approves/submits and recommends unless conflict/special circumstances or RCW 23B.08.245, then gives basis. May condition on any basis, including specified percentage of a holder group otherwise lacking separate vote (RCW 23B.12.020(5)-(6)) |
Every shareholder, voting or not, gets 20-60 days' meeting notice stating purpose and describing disposition, material terms/conditions, and consideration (RCW 23B.07.050(1), 23B.12.020(7)) |
Formed before Aug. 1, 2024: 2/3 of all entitled votes plus each article group; articles/board may vary, article floor majority of all entitled votes in each group. Formed on/after: majority of all entitled votes in each group unless articles/board require more (RCW 23B.12.020(8)) |
Unless articles override: ordinary-course sale and any encumbrance need no holder vote; board-approved creditor assignment/general receiver also exempt. Parent-to-direct/indirect wholly owned subsidiaries exempt; distribution uses RCW 23B.06.400. No general dissolution exception in § .020 (RCW 23B.12.010, .020(10)-(11)) |
No prescribed statutory agreement, signer, filing, or closing sequence; notice describes material terms. Board may abandon before consummation without holder action, subject to other parties' contractual rights (RCW 23B.12.020(7), (9)) |
Voting holder generally has dissent/payment right when outside-course all/substantially-all disposition becomes effective, including dissolution; excludes court order and cash plan distributing substantially-all net proceeds within one year. Procedure/fraud challenge preserved and rights end on abandonment/rescission/injunction/withdrawal (RCW 23B.13.020(1)(c), (2)-(3)) |
Sections govern internal approval/dissent, not qualitative trigger outside safe harbor, fairness, validity, successor liability, fraudulent transfer, creditors/liens, tax, securities, antitrust, employment, environmental, licensing, or fiduciary compliance (RCW 23B.12.020, 23B.13.020(2)) |
| West Virginia verified 2026-09-05 | West Virginia Business Corporation Act article 31D-12; ordinary domestic corporation. Covers sale, lease, exchange, or other non-exempt disposition leaving no significant continuing activity; consolidated-subsidiary assets deemed parent assets (§ 31D-12-1202(a), (h)) |
Trigger is non-exempt disposition leaving corporation without significant continuing business activity, not express all/substantially-all formula. Usual/regular-course disposition of any/all assets exempt unless articles opt in (§§ 31D-12-1201(1), -1202(a)) |
Conclusive retained-activity safe harbor: ≥25% prior-year total assets AND ≥25% of either continuing pretax income OR continuing revenue, corporation and subsidiaries consolidated. No below-threshold presumption or investment- holding rule stated (§ 31D-12-1202(a), (h)) |
Board initiates by authorizing resolution, submits, and recommends approval; conflict/special-circumstances nonrecommendation requires basis. Board may condition submission on any basis (§ 31D-12-1202(b)-(c)) |
Every voting/nonvoting holder gets 10-60-day notice stating purpose and describing disposition, terms, conditions, consideration. Written action requires unanimous voting-holder consent within 60 days and 10-day advance notice/materials to nonvoters (§§ 31D-7-704 to -705, 31D-12-1202(d)) |
Majority of votes entitled constitutes required quorum; with quorum, votes cast for must exceed votes cast against. Articles or board condition may require greater vote/quorum; no disposition-specific class vote stated (§§ 31D-7-725, 31D-12-1202(c), (e)) |
Unless articles opt in: usual-course assets, any-course encumbrance, wholly owned entities, and pro rata class/series distribution exempt. Disposition during dissolution outside § 1202; no investment-management exception stated (§§ 31D-12-1201, -1202(g)) |
After approval and before consummation, corporation may abandon without holder action, subject to other parties' contractual rights. Article 12 states no statutory agreement execution, filing, amendment, or closing process (§ 31D-12-1202(f)) |
Eligible voter gets appraisal on consummated § 1202 disposition, subject to market, consideration, interested-person, and preferred-share limits. Meeting notice states whether rights are, are not, or may be available and includes article when applicable (§§ 31D-13-1302, -1320) |
Holder with appraisal right may challenge completed action only for specified authorization defect or fraud/material misrepresentation. Approval does not decide trigger facts, fairness, fiduciary compliance, successor liability, creditors, tax, securities, antitrust, or other external law (§ 31D-13-1302(d)) |
| Wisconsin verified 2026-09-05 | Wisconsin Business Corporation Law, ch. 180; ordinary domestic corporation. Covers sale, lease, exchange, or other disposition of all/substantially-all property, with/without goodwill, outside usual/regular course; board sets terms, conditions, and consideration (§§ 180.1201-.1202) |
Shareholder approval applies to all/substantially-all property outside usual and regular course. All/substantially-all in usual course and less than substantially all in or outside course are board-authorized without shareholder approval unless articles require it (§§ 180.1201-.1202) |
No percentage, significant-continuing-activity, consolidated-basis, subsidiary-valuation, or investment-holding test stated. Wholly owned direct/ indirect entity transfer is exempt unless connected to a plan/action to dispose of all/substantially-all assets that requires § 180.1202 approval (§ 180.1201(1)(d)) |
Board determines terms, conditions, consideration and adopts resolution approving proposed transaction. Section 180.1202 states no recommendation, conflict-based nonrecommendation, or conditioning procedure (§ 180.1202(1)) |
Every voting/nonvoting shareholder gets notice 20-60 days before meeting, stating purpose and containing/accompanied by transaction description; no express terms/conditions/consideration summary. Written consent is unanimous unless articles authorize meeting-equivalent consent, with 10-day nonvoter advance notice (§§ 180.0704-.0705, 180.1202(2)) |
Majority of all votes entitled to be cast, unless ch. 180, articles, or articles-authorized bylaws require greater vote or voting-group vote; no automatic separate class/group vote stated (§ 180.1202(3)) |
Articles can opt in; otherwise ordinary-course all/substantially-all, less-than-substantially-all in any course, mortgage/pledge/debt dedication/ other encumbrance, and qualified wholly owned entity transfer need no vote. Distribution uses § 180.0640, not § 180.1202; no general dissolution exclusion stated (§§ 180.1201-.1202) |
Board sets terms/conditions/consideration; § 180.1202 states no separate agreement execution, filing, amendment, or closing process. After authorization transaction may be abandoned without further shareholder action, subject to contractual rights (§ 180.1202(1), (4)) |
Dissent covers consummated outside-course sale/exchange of all/substantially- all property, including sale in dissolution, but excludes cash sale under one-year net-proceeds-distribution plan and generally public-market shares. Meeting notice flags rights and attaches §§ 180.1301-.1331; pre-vote written intent/no favorable vote required (§§ 180.1302, 180.1320-.1322) |
Internal approval does not decide qualitative trigger, fairness, fiduciary compliance, successor liability, creditors, tax, securities, antitrust, employment, environment, licensing, or regulation. Dissenter ordinarily may challenge action creating entitlement only if unlawful/fraudulent as to holder or issuer (§ 180.1302(5)) |
| Wyoming verified 2026-09-05 | Wyoming Business Corporation Act art. 12; ordinary domestic corporation. Covers sale, lease, exchange, or other non-exempt disposition of assets; parent subsidiary interests receive an express net-asset valuation rule (§§ 17-16-1201 to -1202) |
Trigger is non-exempt disposition leaving corporation without significant continuing business activity, not express all/substantially-all formula. Usual/regular-course disposition of any/all assets exempt unless articles opt in (§§ 17-16-1201(a)(i), -1202(a)) |
Conclusive safe harbor: ≥25% prior-year assets AND ≥25% of continuing pretax income OR revenue, consolidated. Investment holding/maintenance/management counts as significant; subsidiary interests use net assets without marketability/other discount (§ 17-16-1202(a), (h)) |
Board initiates by authorizing resolution, submits, and recommends; conflict/special-circumstances nonrecommendation requires its basis. Board may condition submission on any basis (§ 17-16-1202(b)-(c)) |
Every voting/nonvoting holder gets 10-60-day meeting notice stating purpose and describing disposition, terms, conditions, consideration. Consent is unanimous unless articles allow meeting-equivalent votes; 60-day collection and 10-day post-action notices apply (§§ 17-16-704 to -705, -1202(d)) |
Majority of votes entitled is ordinary quorum; with quorum, votes cast for must exceed against. Articles or board condition may require greater vote/ presence; no disposition-specific class/group vote stated (§§ 17-16-725, -1202(c), (e)) |
Unless articles opt in: usual-course assets, any-course encumbrance, wholly owned entities, and pro rata class/series distribution exempt. Dissolution dispositions follow art. 14, not § 1202 (§§ 17-16-1201, -1202(g)) |
Article 12 states no statutory agreement execution, filing, amendment, or closing process. After holder approval and before consummation, corporation may abandon without holder action, subject to other parties' contract rights (§ 17-16-1202(f)) |
Entitled voter gets appraisal on consummated § 1202 disposition, subject to market and consideration limits. Meeting/consent notice says rights are, are not, or may be available and includes art. 13 when applicable (§§ 17-16-1302, -1320) |
Internal approval does not decide significant-activity, safe-harbor, subsidiary-value, or investment facts, fairness, fiduciary compliance, successor liability, creditors, tax, securities, antitrust, employment, environmental, licensing, or other law (§§ 17-16-1201 to -1202) |
Every jurisdiction we can source is here: 50 of 51, verified against the statute. Ohio is absent because the state publishes no official statute text we are permitted to read and quote, and we will not fill the gap from a secondary source. If that changes, the row goes up.
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