{"data":{"id":"us-de/8-del.-c.-346","jurisdiction":"us-de","citation":"8 Del. C. § 346","heading":"Voluntary termination of close corporation status by amendment of certificate of incorporation; vote required.","body":"(a) A corporation may voluntarily terminate its status as a close corporation and cease to be subject to this subchapter by amending its certificate of incorporation to delete therefrom the additional provisions required or permitted by § 342 of this title to be stated in the certificate of incorporation of a close corporation. Any such amendment shall be adopted and shall become effective in accordance with § 242 of this title, except that it must be approved by a vote of the holders of record of at least 2/3 of the shares of each class of stock of the corporation which are outstanding.\n(b) The certificate of incorporation of a close corporation may provide that on any amendment to terminate its status as a close corporation, a vote greater than 2/3 or a vote of all shares of any class shall be required; and if the certificate of incorporation contains such a provision, that provision shall not be amended, repealed or modified by any vote less than that required to terminate the corporation’s status as a close corporation.","path":["Title 8. Corporations","CHAPTER 1. General Corporation Law","Subchapter XIV. Close Corporations; Special Provisions"],"source_url":"https://delcode.delaware.gov/title8/c001/sc14/index.html#346","current_through":"2026-08-10 (85 Del. Laws, c. 421, 424)","vintage":"","retrieved_at":"2026-09-05T23:02:10Z","sha256":"e45411a5c1ecbfc7137278cf532c5a4de3239cc32c38d961e5850861abf21019","source_id":"us-de","stale":true,"prev":"us-de/8-del.-c.-345","next":"us-de/8-del.-c.-347"},"notice":"GroundRules: Original legal text. Not legal advice."}