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N.Y. Business Corporation Law § 501 Authorized shares
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§ 501. Authorized shares. (a) Every corporation shall have power to create and issue the number of shares stated in its certificate of incorporation. Such shares may be all of one class or may be divided into two or more classes. Each class shall consist of either shares with par…
N.Y. Business Corporation Law § 502 Issue of any class of preferred shares in series
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§ 502. Issue of any class of preferred shares in series. (a) If the certificate of incorporation so provides, a corporation may issue any class of preferred shares in series. Shares of each such series when issued, shall be designated to distinguish them from shares of all other …
N.Y. Business Corporation Law § 503 Subscription for shares; time of payment, forfeiture for default
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§ 503. Subscription for shares; time of payment, forfeiture for default. (a) Unless otherwise provided by the terms of the subscription, a subscription for shares of a corporation to be formed shall be irrevocable, except with the consent of all other subscribers or the corporati…
N.Y. Business Corporation Law § 504 Consideration and payment for shares
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§ 504. Consideration and payment for shares. (a) Consideration for the issue of shares shall consist of money or other property, tangible or intangible; labor or services actually received by or performed for the corporation or for its benefit or in its formation or reorganizatio…
N.Y. Business Corporation Law § 505 Rights and options to purchase shares; issue of rights and options to directors, officers and employees
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§ 505. Rights and options to purchase shares; issue of rights and options to directors, officers and employees. (a) (1) Except as otherwise provided in this section or in the certificate of incorporation, a corporation may create and issue, whether or not in connection with the i…
N.Y. Business Corporation Law § 506 Determination of stated capital
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§ 506. Determination of stated capital. (a) Upon issue by a corporation of shares with a par value, the consideration received therefor shall constitute stated capital to the extent of the par value of such shares. (b) Upon issue by a corporation of shares without par value, the …
N.Y. Business Corporation Law § 507 Compensation for formation, reorganization and financing
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§ 507. Compensation for formation, reorganization and financing. The reasonable charges and expenses of formation or reorganization of a corporation, and the reasonable expenses of and compensation for the sale or underwriting of its shares may be paid or allowed by the corporati…
N.Y. Business Corporation Law § 508 Certificates representing shares
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§ 508. Certificates representing shares. (a) The shares of a corporation shall be represented by certificates or shall be uncertificated shares. Certificates shall be signed by the chairman or a vice-chairman of the board or the president or a vice-president and the secretary or …
N.Y. Business Corporation Law § 509 Fractions of a share or scrip authorized
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§ 509. Fractions of a share or scrip authorized. (a) A corporation may, but shall not be obliged to, issue fractions of a share either represented by a certificate or uncertificated, which shall entitle the holder, in proportion to his fractional holdings, to exercise voting righ…
N.Y. Business Corporation Law § 510 Dividends or other distributions in cash or property
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§ 510. Dividends or other distributions in cash or property. (a) A corporation may declare and pay dividends or make other distributions in cash or its bonds or its property, including the shares or bonds of other corporations, on its outstanding shares, except when currently the…
N.Y. Business Corporation Law § 511 Share distributions and changes
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§ 511. Share distributions and changes. (a) A corporation may make pro rata distributions of its authorized but unissued shares to holders of any class or series of its outstanding shares, subject to the following conditions: (1) If a distribution of shares having a par value is …
N.Y. Business Corporation Law § 512 Redeemable shares
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§ 512. Redeemable shares. (a) Subject to the restrictions contained in section 513 (Purchase, redemption and certain other transactions by a corporation with respect to its own shares) and paragraph (b) of this section, a corporation may provide in its certificate of incorporatio…
N.Y. Business Corporation Law § 513 Purchase, redemption and certain other transactions by a corporation with respect to its own shares
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§ 513. Purchase, redemption and certain other transactions by a corporation with respect to its own shares. (a) Notwithstanding any authority contained in the certificate of incorporation, the shares of a corporation may not be purchased by the corporation, or, if redeemable, con…
N.Y. Business Corporation Law § 514 Agreements for purchase by a corporation of its own shares
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§ 514. Agreements for purchase by a corporation of its own shares. (a) An agreement for the purchase by a corporation of its own shares shall be enforceable by the shareholder and the corporation to the extent such purchase is permitted at the time of purchase by section 513 (Pur…
N.Y. Business Corporation Law § 515 Reacquired shares
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§ 515. Reacquired shares. (a) Shares that have been issued and have been purchased, redeemed or otherwise reacquired by a corporation shall be cancelled if they are reacquired out of stated capital, or if they are converted shares, or if the certificate of incorporation requires …
N.Y. Business Corporation Law § 516 Reduction of stated capital in certain cases
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§ 516. Reduction of stated capital in certain cases. (a) Except as otherwise provided in the certificate of incorporation, the board may at any time reduce the stated capital of a corporation in any of the following ways: (1) by eliminating from stated capital any portion of amou…
N.Y. Business Corporation Law § 518 Corporate bonds
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§ 518. Corporate bonds. (a) No corporation shall issue bonds except for money or other property, tangible or intangible; labor or services actually received by or performed for the corporation or for its benefit or in its formation or reorganization; a binding obligation to pay t…
N.Y. Business Corporation Law § 519 Convertible or exchangeable shares and bonds
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§ 519. Convertible or exchangeable shares and bonds. (a) Unless otherwise provided in the certificate of incorporation, and subject to the restrictions in section 513 (Purchase, redemption and certain other transactions by a corporation with respect to its own shares) and paragra…
N.Y. Business Corporation Law § 520 Liability for failure to disclose required information
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§ 520. Liability for failure to disclose required information. Failure of the corporation to comply in good faith with the notice or disclosure provisions of paragraphs (f) and (g) of section 511 (Share distributions and changes), or paragraph (c) of section 516 (Reduction of sta…
N.Y. Business Corporation Law § 601 By-laws
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§ 601. By-laws. (a) The initial by-laws of a corporation shall be adopted by its incorporator or incorporators at the organization meeting. Thereafter, subject to section 613 (Limitations on right to vote), by-laws may be adopted, amended or repealed by a majority of the votes ca…
N.Y. Business Corporation Law § 602 Meetings of shareholders
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§ 602. Meetings of shareholders. * (a) Meetings of shareholders may be held at such place, within or without this state, as may be fixed by or under the by-laws, or if not so fixed, as determined by the board of directors. For the duration of the state disaster emergency declared…
N.Y. Business Corporation Law § 603 Special meeting for election of directors
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§ 603. Special meeting for election of directors. (a) If, for a period of one month after the date fixed by or under the by-laws for the annual meeting of shareholders, or if no date has been so fixed, for a period of thirteen months after the formation of the corporation or the …
N.Y. Business Corporation Law § 604 Fixing record date
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§ 604. Fixing record date. (a) For the purpose of determining the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or to express consent to or dissent from any proposal without a meeting, or for the purpose of determining sh…
N.Y. Business Corporation Law § 605 Notice of meetings of shareholders
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§ 605. Notice of meetings of shareholders. (a) Whenever under the provisions of this chapter shareholders are required or permitted to take any action at a meeting, notice shall be given stating the place, date and hour of the meeting, the means of electronic communications, if a…
N.Y. Business Corporation Law § 606 Waivers of notice
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§ 606. Waivers of notice. Notice of meeting need not be given to any shareholder who submits a waiver of notice whether before or after the meeting. Waiver of notice may be written or electronic. If written, the waiver must be executed by the shareholder or the shareholder's auth…
N.Y. Business Corporation Law § 607 List of shareholders at meetings
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§ 607. List of shareholders at meetings. A list of shareholders as of the record date, certified by the corporate officer responsible for its preparation or by a transfer agent, shall be produced at any meeting of shareholders upon the request thereat or prior thereto of any shar…
N.Y. Business Corporation Law § 608 Quorum of shareholders
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§ 608. Quorum of shareholders. (a) The holders of a majority of the votes of shares entitled to vote thereat shall constitute a quorum at a meeting of shareholders for the transaction of any business, provided that when a specified item of business is required to be voted on by a…
N.Y. Business Corporation Law § 609 Proxies
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§ 609. Proxies. (a) Every shareholder entitled to vote at a meeting of shareholders or to express consent or dissent without a meeting may authorize another person or persons to act for him by proxy. (b) No proxy shall be valid after the expiration of eleven months from the date …
N.Y. Business Corporation Law § 610 Selection of inspectors at shareholders' meetings
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§ 610. Selection of inspectors at shareholders' meetings. (a) The board of directors shall appoint one or more inspectors to act at the meeting or any adjournment thereof and make a written report thereof. The board of directors may designate one or more persons as alternate insp…
N.Y. Business Corporation Law § 611 Duties of inspectors at shareholders' meetings
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§ 611. Duties of inspectors at shareholders' meetings. (a) The inspectors shall determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, …
N.Y. Business Corporation Law § 612 Qualification of voters
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§ 612. Qualification of voters. (a) Every shareholder of record shall be entitled at every meeting of shareholders to one vote for every share standing in his name on the record of shareholders, unless otherwise provided in the certificate of incorporation. (b) Treasury shares an…
N.Y. Business Corporation Law § 613 Limitations on right to vote
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§ 613. Limitations on right to vote. The certificate of incorporation may provide, except as limited by section 501 (Authorized shares), either absolutely or conditionally, that the holders of any designated class or series of shares shall not be entitled to vote, or it may other…
N.Y. Business Corporation Law § 614 Vote of shareholders
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§ 614. Vote of shareholders. (a) Directors shall, except as otherwise required by this chapter or by the by-laws or certificate of incorporation as permitted by this chapter, be elected by a plurality of the votes cast at a meeting of shareholders by the holders of shares entitle…
N.Y. Business Corporation Law § 615 Written consent of shareholders, subscribers or incorporators without a meeting
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§ 615. Written consent of shareholders, subscribers or incorporators without a meeting. (a) Whenever under this chapter shareholders are required or permitted to take any action by vote, such action may be taken without a meeting on written consent, setting forth the action so ta…
N.Y. Business Corporation Law § 616 Greater requirement as to quorum and vote of shareholders
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§ 616. Greater requirement as to quorum and vote of shareholders. (a) The certificate of incorporation may contain provisions specifying either or both of the following: (1) That the proportion of votes of shares, or the proportion of votes of shares of any class or series thereo…
N.Y. Business Corporation Law § 617 Voting by class or classes of shares
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§ 617. Voting by class or classes of shares. (a) The certificate of incorporation may contain provisions specifying that any class or classes of shares or of any series thereof shall vote as a class in connection with the transaction of any business or of any specified item of bu…
N.Y. Business Corporation Law § 618 Cumulative voting
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§ 618. Cumulative voting. The certificate of incorporation of any corporation may provide that in all elections of directors of such corporation each shareholder shall be entitled to as many votes as shall equal the number of votes which, except for such provisions as to cumulati…
N.Y. Business Corporation Law § 619 Powers of supreme court respecting elections
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§ 619. Powers of supreme court respecting elections. Upon the petition of any shareholder aggrieved by an election, and upon notice to the persons declared elected thereat, the corporation and such other persons as the court may direct, the supreme court at a special term held wi…
N.Y. Business Corporation Law § 620 Agreements as to voting; provision in certificate of incorporation as to control of directors
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§ 620. Agreements as to voting; provision in certificate of incorporation as to control of directors. (a) An agreement between two or more shareholders, if in writing and signed by the parties thereto, may provide that in exercising any voting rights, the shares held by them shal…
N.Y. Business Corporation Law § 621 Voting trust agreements
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§ 621. Voting trust agreements. (a) Any shareholder or shareholders, under an agreement in writing, may transfer his or their shares to a voting trustee or trustees for the purpose of conferring the right to vote thereon for a period not exceeding ten years upon the terms and con…
N.Y. Business Corporation Law § 622 Preemptive rights
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§ 622. Preemptive rights. (a) As used in this section, the term: (1) "Unlimited dividend rights" means the right without limitation as to amount either to all or to a share of the balance of current or liquidating dividends after the payment of dividends on any shares entitled to…
N.Y. Business Corporation Law § 623 Procedure to enforce shareholder's right to receive payment for shares
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§ 623. Procedure to enforce shareholder's right to receive payment for shares. (a) A shareholder intending to enforce his right under a section of this chapter to receive payment for his shares if the proposed corporate action referred to therein is taken shall file with the corp…
N.Y. Business Corporation Law § 624 Books and records; right of inspection, prima facie evidence
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§ 624. Books and records; right of inspection, prima facie evidence. (a) Each corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its shareholders, board and executive committee, if any, and shall keep at the offic…
N.Y. Business Corporation Law § 625 Infant shareholders and bondholders
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§ 625. Infant shareholders and bondholders. (a) A corporation may treat an infant who holds shares or bonds of such corporation as having capacity to receive and to empower others to receive dividends, interest, principal and other payments and distributions, to vote or express c…
N.Y. Business Corporation Law § 626 Shareholders' derivative action brought in the right of the corporation to procure a judgment in its favor
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§ 626. Shareholders' derivative action brought in the right of the corporation to procure a judgment in its favor. (a) An action may be brought in the right of a domestic or foreign corporation to procure a judgment in its favor, by a holder of shares or of voting trust certifica…
N.Y. Business Corporation Law § 627 Security for expenses in shareholders' derivative action brought in the right of the corporation to procure a judgment in its favor
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§ 627. Security for expenses in shareholders' derivative action brought in the right of the corporation to procure a judgment in its favor. In any action specified in section 626 (Shareholders' derivative action brought in the right of the corporation to procure a judgment in its…
N.Y. Business Corporation Law § 628 Liability of subscribers and shareholders
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§ 628. Liability of subscribers and shareholders. (a) A holder of or subscriber for shares of a corporation shall be under no obligation to the corporation for payment for such shares other than the obligation to pay the unpaid portion of his subscription which in no event shall …
N.Y. Business Corporation Law § 629 Certain transfers or assignments by shareholders or subscribers; effect
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§ 629. Certain transfers or assignments by shareholders or subscribers; effect. Any transfer or assignment by a shareholder of his shares, or by a subscriber for shares of his interest in the corporation, shall not relieve him of any liability as a shareholder or subscriber if at…
N.Y. Business Corporation Law § 630 Liability of shareholders for wages due to laborers, servants or employees
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§ 630. Liability of shareholders for wages due to laborers, servants or employees. (a) The ten largest shareholders, as determined by the fair value of their beneficial interest as of the beginning of the period during which the unpaid services referred to in this section are per…
N.Y. Business Corporation Law § 701 Board of directors
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§ 701. Board of directors. Subject to any provision in the certificate of incorporation authorized by paragraph (b) of section 620 (Agreements as to voting; provision in certificate of incorporation as to control of directors) or by paragraph (b) of section 715 (Officers), the bu…