Sec. 33-830. Sale or other disposition of assets in regular course of business. Mortgage or other encumbrance, transfer or distribution of assets.
Sec. 33-830. Sale or other disposition of assets in regular course of business.
Mortgage or other encumbrance, transfer or distribution of assets. No approval of
the shareholders of a corporation is required, unless the certificate of incorporation
otherwise provides: (1) To sell, lease, exchange or otherwise dispose of any or all of
the corporation's assets in the usual and regular course of business; (2) to mortgage,
pledge, dedicate to the repayment of indebtedness, whether with or without recourse,
or otherwise encumber any or all of the corporation's assets, whether or not in the usual
and regular course of business; (3) to transfer any or all of the corporation's assets to
one or more corporations or other entities, all of the shares or interests of which are
owned by the corporation; or (4) to distribute assets pro rata to the holders of one or
more classes or series of the corporation's shares.
(P.A. 94-186, S. 139, 215; P.A. 96-271, S. 108, 254; P.A. 03-18, S. 25.)
History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 amended Subsec. (b) to replace "articles" of incorporation
with "certificate" of incorporation, effective January 1, 1997; P.A. 03-18 deleted Subsec. (a) designator and provision re
sale by corporation on terms and conditions and for consideration determined by the board, added provisions re approval
of shareholders not required unless certificate of incorporation otherwise provides, replaced "all, or substantially all, of
its property" with "any or all of the corporation's assets" in Subdiv. (1), replaced "its property" with "the corporation's
assets" in Subdiv. (2), replaced provision re transfer of property to a corporation all the shares of which are owned by the
corporation with provision re transfer of the corporation's assets to one or more corporations or other entities, all of the
shares or interests of which are owned by the corporation in Subdiv. (3), added Subdiv. (4) re pro rata distribution to holders
of one or more classes or series or shares, made technical changes and deleted former Subsec. (b) re shareholder approval,
effective July 1, 2003.
Annotations to former section 33-18:
Purpose of statute was to change common law rule that sale of all the property of a solvent corporation was ultra vires.
116 C. 628. Sale of assets of bank in failing circumstances not impliedly forbidden by this section. Id. Where corporation
files voluntary petition for reorganization, involving a transfer of its assets to a new corporation to continue the business,
proceedings must be duly authorized by stockholders or directors. 123 C. 641. Statute does not apply to assets sold which
are not essential to ordinary operation of company. 131 C. 14.
Section limited by its terms to situations wherein all the property of a corporation is to be disposed of. 12 CS 61.
Annotations to former section 33-372:
Cited. 178 C. 262.
Subsec. (c):
Cited. 8 CA 371.