N.Y. Business Corporation Law § 1705: Termination of benefit corporation status

§ 1705. Termination of benefit corporation status.

(a) A benefit corporation may terminate its status as such and cease

to be subject to this article by amending its certificate of

incorporation to delete the statement that the corporation is a benefit

corporation. The amendment shall not be effective unless it is adopted

by at least the minimum status vote.

(b) If a benefit corporation is a party to a merger or consolidation

in which the surviving or new corporation will not be a benefit

corporation, the plan of merger or consolidation shall not be effective

unless it is adopted by at least the minimum status vote in addition to

any other vote required by this chapter, the certificate of

incorporation or the bylaws.

(c) Any benefit corporation that is party to a merger or consolidation

in which shares of stock of such benefit corporation will be converted

into a right to receive shares of stock of a corporation that is not a

benefit corporation must approve the plan of merger or consolidation by

at least the minimum status vote in addition to any other vote required

by this chapter, the certificate of incorporation or the bylaws.

(d) A sale, lease, conveyance, exchange, transfer, or other

disposition of all or substantially all of the assets of a benefit

corporation, unless the transaction is in the usual and regular course

of business of the benefit corporation, shall not be effective unless

the transaction is approved by at least the minimum status vote in

addition to any other vote required by this chapter, the certificate of

incorporation or the bylaws.