What is the process for a corporation to be dissolved voluntarily?

The process for a corporation to be dissolved voluntarily begins with obtaining the approval of the stockholders representing at least two-thirds of the outstanding capital stock. This requirement ensures that a significant majority of the shareholders have weighed in on the decision to dissolve the corporation, reflecting a democratic process within the organization. It emphasizes the importance of stakeholder participation in crucial corporate decisions and safeguards the interests of minority shareholders by requiring substantial consensus.

Incorporating this safeguard helps prevent unilateral decisions by a small group of individuals or a single authority, such as the Board of Directors, which only requires their internal approval. Thus, while the Board may play a role in proposing dissolution, it is ultimately the shareholders who hold the power to make this final decision. Formal steps like filing a petition with the local government or notifying creditors and stakeholders are subsequent actions that may follow the stockholders' decision to dissolve but do not constitute the initial process for voluntary dissolution. Therefore, achieving the requisite shareholder approval is a critical first step in this framework.