Shareholder votes are required for the following (this may not be a comprehensive list – citations to Corporations Code Sections are provided):
• Election of directors at annual shareholder meeting – Section 301
• Amending the Articles of Incorporation – Section 902
• Disposition of all or substantially all of the corporation’s assets – Section 1001
• Under certain circumstances, conversion of a corporation to a different type of business entity – Section 1153
• Reorganization of a corporation – Section 1201
• Voluntary dissolution – Section 1900
This information does not constitute legal advice and does not establish an attorney-client relationship.
The Bylaws or some other shareholder agreement may provide for a vote by the shareholders. An example would be to sell the business as a going concern or as an asset sale. It may not only permit/require shareholder approval but also a "super-majority" e.g. 70 percent to adopt.
The above is general legal and business analysis. It is not "legal advice" but analysis, and different lawyers may analyse this matter differently, especially if there are additional facts not reflected in the question. I am not your attorney until retained by a written retainer agreement signed by both of us. I am only licensed in California. See also avvo.com terms and conditions item 9, incorporated as if it was reprinted here.
I addition to the matters dictated by law, the By-Laws and any shareholders agreements and other investor agreements may grant voting rights as to specific actions. You should consult with an experienced Corporate Attorney to ascertain shareholder rights in your particular situation.
The foregoing discussion does not establish an attorney-client relationship, is qualified by the limited facts presented above, and should not be relied upon as legal advice. To obtain definitive legal advice upon which one can rely necessitates retaining an attorney who is qualified in this particular area of the law.