(a) Except for a benefit corporation that adopts a legacy preservation provision, a benefit corporation may terminate its status as such and cease to be subject to the provisions of sections 33-1352 to 33-1364, inclusive, by amending its certificate of incorporation to delete any provision stating that such corporation is a benefit corporation. Any such amendment shall be approved by a minimum status vote.

(b) Except for a benefit corporation that adopts a legacy preservation provision, if a benefit corporation is a party to (1) a merger in which (A) the surviving entity will not be a benefit corporation, or (B) shares of such benefit corporation will be converted into a right to receive shares or other equity interests of an entity that is not a benefit corporation, or (2) a share exchange in which the shares of the benefit corporation will be exchanged for shares or other equity interests of an entity that is not a benefit corporation, the plan of merger or share exchange shall be approved by a minimum status vote.

(c) A benefit corporation that adopts a legacy preservation provision may only be a party to (1) a merger in which (A) the surviving entity will be a benefit corporation that has adopted a legacy preservation provision, or (B) shares of such benefit corporation will be converted into a right to receive shares of a benefit corporation that has adopted a legacy preservation provision, or (2) a share exchange in which the shares of the benefit corporation will be exchanged for shares of a benefit corporation that has adopted a legacy preservation provision, and such merger or share exchange is approved by a minimum status vote.

(d) Except for a benefit corporation that adopts a legacy preservation provision, any sale, lease, exchange or other disposition of assets of a benefit corporation, other than a disposition described in section 33-830, that would leave the benefit corporation without a significant continuing business activity shall be approved by a minimum status vote. A benefit corporation that adopts a legacy preservation provision shall not enter into a sale, lease, exchange or other disposition of its assets, other than a disposition described in section 33-830, unless the disposition is to one or more (1) charitable organizations, or (2) other benefit corporations that have adopted legacy preservation provisions, and such disposition is approved by a minimum status vote.

(P.A. 14-217, S. 146.)