No approval of the shareholders of a corporation is required, unless the certificate of incorporation otherwise provides:

1. (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. (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. (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. (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.