Under the Revised Model Business Corporation Act (RMBCA), which of the following conditions is necessary for a corporation to achieve a successful voluntary dissolution?
A. Successful application to the secretary of state in which the corporation holds its primary place of business.
B. A recommendation of dissolution by the board of directors and approval by a majority of all shareholders entitled to vote.
C. Approval by the board of directors of an amendment to the certificate of incorporation calling for the dissolution of the corporation.
D. Unanimous approval of the board of directors and two-thirds vote of all shareholders entitled to vote on a resolution of voluntary dissolution.
Answer: B. A recommendation of dissolution by the board of directors and approval by a majority of all shareholders entitled to vote.
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