In voluntary dissolution of a corporation, which action is sufficient to dissolve?

• A. Voluntary: SH voting (outstanding) sufficient
• B. Involuntary: Board & SH approval for insolvency
• C. Majority of SH for deadlock management
• D. Any SH for no election of director for 2 years

Answer: (A)

Voluntary dissolution is driven by the shareholders’ power to end the corporate existence. When shareholders holding a majority of the outstanding shares vote in favor of dissolving, that vote is enough to dissolve the corporation, assuming proper formal steps are taken (like filing articles of dissolution and winding up). The critical point is that the action comes from the owners—the voting of the outstanding shares—rather than some internal board move or a failure to elect directors. The other scenarios described won’t dissolve the corporation on their own: involuntary dissolution generally requires a court or official action, deadlock management isn’t by itself dissolution, and simply not electing a director for an extended period does not terminate the corporation.