Shareholders’ Approval on Sale of Corporate Assets
Under Section 39 of the Revised Corporation Code (RCC), a corporation may, by a majority vote of its board of directors or trustees, sell or otherwise dispose of its property and assets, upon such terms and conditions and for such consideration as its board of directors or trustees may deem expedient. However, if the sale involves a sale of all or substantially all of the corporation’s properties and assets, including its goodwill, the vote of the stockholders representing at least two-thirds of the outstanding capital stock, or at least two-thirds of the members shall also be required.
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