Question: True or False? In the Delaware code outlined in 8 DE Code 275 dissolution generally; procedure in section C it states Dissolution of a corporation
True or False?
In the Delaware code outlined in 8 DE Code 275 dissolution generally; procedure in section C it states "Dissolution of a corporation may also be authorized without action of the directors if all the stockholders entitled to vote thereon shall consent in writing and a certificate of dissolution shall be filed with the Secretary of State pursuant to subsection (d) of this section." It is my belief that Delaware requires unanimous consent by shareholders because as stated above, if all the shareholders agree to the dissolution than it is a unanimous decision. At that point there would be no reason to not dissolve the corporation if all the shareholders are in agreement. Another reason that I believe Delaware requires unanimous consent by shareholders to dissolve a corporation is to keep things fair.
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