8 Del. C. § 271(a): selling all or substantially all assets needs a stockholder vote (8 Del. C. § 271(a))
A company that sells all or substantially all of what it owns needs its board and the holders of a majority of its voting stock. For a closing company whose records are most of what is left, a sale of them can meet that test.
Dated 21 Oct 2026Source checked 21 Oct 2026Basis: primary text
In the source's own words
“Every corporation may at any meeting of its board of directors or governing body sell, lease or exchange all or substantially all of its property and assets, including its goodwill and its corporate franchises ... when and as authorized by a resolution adopted by the holders of a majority of the outstanding stock of the corporation entitled to vote thereon”
Where it was read
Also read from the same source
- Does the company selling the data own it, and has someone with authority approved the sale?
- Has the board approved the licence, and do investor agreements or charters give investors a veto over selling or licensing key assets?
- 8 Del. C. § 278 (continuation of dissolved corporation) (8 Del. C. § 278)
- 8 Del. C. § 281(b): plan of distribution of a dissolved Delaware corporation (8 Del. C. § 281(b))
- 8 Del. C. § 275(b): dissolution needs a majority of the outstanding voting stock (8 Del. C. § 275(a)-(c))
- 8 Del. C. § 279: the Court of Chancery appoints trustees or receivers for a dissolved corporation (8 Del. C. § 279)
Figures it counts in
It is shown on its own, not counted into a figure.
Cited in this guide