NVCA model certificate of incorporation (October 2025): preferred stock protective provisions (NVCA Model Certificate of Incorporation, Article Fourth, Part B, section 3.3 (updated October 2025))
In the standard venture charter, the company cannot dissolve, wind up or sell or exclusively license all or substantially all its assets without the consent of the required preferred holders. Whether a company's own charter says this is read in that charter.
Dated 21 Oct 2026Source checked 21 Oct 2026Page out of reach at the last check, 21 Oct 2026Basis: secondary
In the source's own words
“the Corporation shall not, either directly or indirectly by amendment, merger, consolidation, domestication, transfer of the Corporation, continuance, reorganization, recapitalization, reclassification, waiver, statutory conversion, or otherwise, effect any of the following acts or transactions without (in addition to any other vote required by law or this Certificate of Incorporation) the written consent or affirmative vote of the Requisite Holders ... liquidate, dissolve or wind-up the business and affairs of the Corporation or effect any Deemed Liquidation Event”
Where it was read
Also read from the same source
- Has the board approved the licence, and do investor agreements or charters give investors a veto over selling or licensing key assets?
- NVCA model certificate of incorporation (October 2025): preferred stock is paid first on liquidation (NVCA Model Certificate of Incorporation, Article Fourth, Part B, section 2.1 (updated October 2025))
- NVCA model certificate of incorporation (October 2025): an exclusive licence of substantially all assets is a deemed liquidation event (NVCA Model Certificate of Incorporation, Article Fourth, Part B, section 2.3.1(b)(i) (updated October 2025))
Figures it counts in
It is shown on its own, not counted into a figure.
Cited in this guide