New York Consolidated Laws, Business Corporation Law - BSC § 1705. Termination of benefit corporation status

(a) A benefit corporation may terminate its status as such and cease to be subject to this article by amending its certificate of incorporation to delete the statement that the corporation is a benefit corporation.  The amendment shall not be effective unless it is adopted by at least the minimum status vote.

(b) If a benefit corporation is a party to a merger or consolidation in which the surviving or new corporation will not be a benefit corporation, the plan of merger or consolidation shall not be effective unless it is adopted by at least the minimum status vote in addition to any other vote required by this chapter, the certificate of incorporation or the bylaws.

(c) Any benefit corporation that is party to a merger or consolidation in which shares of stock of such benefit corporation will be converted into a right to receive shares of stock of a corporation that is not a benefit corporation must approve the plan of merger or consolidation by at least the minimum status vote in addition to any other vote required by this chapter, the certificate of incorporation or the bylaws.

(d) A sale, lease, conveyance, exchange, transfer, or other disposition of all or substantially all of the assets of a benefit corporation, unless the transaction is in the usual and regular course of business of the benefit corporation, shall not be effective unless the transaction is approved by at least the minimum status vote in addition to any other vote required by this chapter, the certificate of incorporation or the bylaws.