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N.Y. Business Corporation Law § 501 Authorized shares
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§ 501. Authorized shares.\n (a) Every corporation shall have power to create and issue the number\nof shares stated in its certificate of incorporation. Such shares may be\nall of one class or may be divided into two or more classes. Each class\nshall consist of either shares wit…
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.\n (a) If the certificate of incorporation so provides, a corporation may\nissue any class of preferred shares in series. Shares of each such\nseries when issued, shall be designated to distinguish them from shares\nof all o…
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.\n (a) Unless otherwise provided by the terms of the subscription, a\nsubscription for shares of a corporation to be formed shall be\nirrevocable, except with the consent of all other subscribers or the\ncorp…
N.Y. Business Corporation Law § 504 Consideration and payment for shares
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§ 504. Consideration and payment for shares.\n (a) Consideration for the issue of shares shall consist of money or\nother property, tangible or intangible; labor or services actually\nreceived by or performed for the corporation or for its benefit or in\nits formation or reorgani…
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\n options to directors, officers and employees.\n (a) (1) Except as otherwise provided in this section or in the\ncertificate of incorporation, a corporation may create and issue,\nwhether or not in connection with…
N.Y. Business Corporation Law § 506 Determination of stated capital
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§ 506. Determination of stated capital.\n (a) Upon issue by a corporation of shares with a par value, the\nconsideration received therefor shall constitute stated capital to the\nextent of the par value of such shares.\n (b) Upon issue by a corporation of shares without par value…
N.Y. Business Corporation Law § 507 Compensation for formation, reorganization and financing
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§ 507. Compensation for formation, reorganization and financing.\n The reasonable charges and expenses of formation or reorganization of\na corporation, and the reasonable expenses of and compensation for the\nsale or underwriting of its shares may be paid or allowed by the\ncorp…
N.Y. Business Corporation Law § 508 Certificates representing shares
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§ 508. Certificates representing shares.\n (a) The shares of a corporation shall be represented by certificates\nor shall be uncertificated shares. Certificates shall be signed by the\nchairman or a vice-chairman of the board or the president or a\nvice-president and the secretar…
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.\n (a) A corporation may, but shall not be obliged to, issue fractions of\na share either represented by a certificate or uncertificated, which\nshall entitle the holder, in proportion to his fractional holdings, to\nexercise voting…
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.\n (a) A corporation may declare and pay dividends or make other\ndistributions in cash or its bonds or its property, including the shares\nor bonds of other corporations, on its outstanding shares, except when\ncurrentl…
N.Y. Business Corporation Law § 511 Share distributions and changes
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§ 511. Share distributions and changes.\n (a) A corporation may make pro rata distributions of its authorized\nbut unissued shares to holders of any class or series of its outstanding\nshares, subject to the following conditions:\n (1) If a distribution of shares having a par val…
N.Y. Business Corporation Law § 512 Redeemable shares
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§ 512. Redeemable shares.\n (a) Subject to the restrictions contained in section 513 (Purchase,\nredemption and certain other transactions by a corporation with respect\nto its own shares) and paragraph (b) of this section, a corporation may\nprovide in its certificate of incorpo…
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\n corporation with respect to its own shares.\n (a) Notwithstanding any authority contained in the certificate of\nincorporation, the shares of a corporation may not be purchased by the\ncorporation, or, if redeemabl…
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.\n (a) An agreement for the purchase by a corporation of its own shares\nshall be enforceable by the shareholder and the corporation to the\nextent such purchase is permitted at the time of purchase by section 513\…
N.Y. Business Corporation Law § 515 Reacquired shares
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§ 515. Reacquired shares.\n (a) Shares that have been issued and have been purchased, redeemed or\notherwise reacquired by a corporation shall be cancelled if they are\nreacquired out of stated capital, or if they are converted shares, or if\nthe certificate of incorporation requ…
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.\n (a) Except as otherwise provided in the certificate of incorporation,\nthe board may at any time reduce the stated capital of a corporation in\nany of the following ways:\n (1) by eliminating from stated capital any portion o…
N.Y. Business Corporation Law § 518 Corporate bonds
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§ 518. Corporate bonds.\n (a) No corporation shall issue bonds except for money or other\nproperty, tangible or intangible; labor or services actually received by\nor performed for the corporation or for its benefit or in its formation\nor reorganization; a binding obligation to …
N.Y. Business Corporation Law § 519 Convertible or exchangeable shares and bonds
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§ 519. Convertible or exchangeable shares and bonds.\n (a) Unless otherwise provided in the certificate of incorporation, and\nsubject to the restrictions in section 513 (Purchase, redemption and\ncertain other transactions by a corporation with respect to its own\nshares) and pa…
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.\n Failure of the corporation to comply in good faith with the notice or\ndisclosure provisions of paragraphs (f) and (g) of section 511 (Share\ndistributions and changes), or paragraph (c) of section 516 (Reduction\no…
N.Y. Business Corporation Law § 601 By-laws
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§ 601. By-laws.\n (a) The initial by-laws of a corporation shall be adopted by its\nincorporator or incorporators at the organization meeting. Thereafter,\nsubject to section 613 (Limitations on right to vote), by-laws may be\nadopted, amended or repealed by a majority of the vot…
N.Y. Business Corporation Law § 602 Meetings of shareholders
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§ 602. Meetings of shareholders.\n * (a) Meetings of shareholders may be held at such place, within or\nwithout this state, as may be fixed by or under the by-laws, or if not\nso fixed, as determined by the board of directors. For the duration of\nthe state disaster emergency dec…
N.Y. Business Corporation Law § 603 Special meeting for election of directors
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§ 603. Special meeting for election of directors.\n (a) If, for a period of one month after the date fixed by or under the\nby-laws for the annual meeting of shareholders, or if no date has been\nso fixed, for a period of thirteen months after the formation of the\ncorporation or…
N.Y. Business Corporation Law § 604 Fixing record date
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§ 604. Fixing record date.\n (a) For the purpose of determining the shareholders entitled to notice\nof or to vote at any meeting of shareholders or any adjournment thereof,\nor to express consent to or dissent from any proposal without a meeting,\nor for the purpose of determini…
N.Y. Business Corporation Law § 605 Notice of meetings of shareholders
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§ 605. Notice of meetings of shareholders.\n (a) Whenever under the provisions of this chapter shareholders are\nrequired or permitted to take any action at a meeting, notice shall be\ngiven stating the place, date and hour of the meeting, the means of\nelectronic communications,…
N.Y. Business Corporation Law § 606 Waivers of notice
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§ 606. Waivers of notice.\n Notice of meeting need not be given to any shareholder who submits a\nwaiver of notice whether before or after the meeting. Waiver of notice\nmay be written or electronic. If written, the waiver must be executed by\nthe shareholder or the shareholder's…
N.Y. Business Corporation Law § 607 List of shareholders at meetings
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§ 607. List of shareholders at meetings.\n A list of shareholders as of the record date, certified by the\ncorporate officer responsible for its preparation or by a transfer\nagent, shall be produced at any meeting of shareholders upon the request\nthereat or prior thereto of any…
N.Y. Business Corporation Law § 608 Quorum of shareholders
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§ 608. Quorum of shareholders.\n (a) The holders of a majority of the votes of shares entitled to vote\nthereat shall constitute a quorum at a meeting of shareholders for the\ntransaction of any business, provided that when a specified item of\nbusiness is required to be voted on…
N.Y. Business Corporation Law § 609 Proxies
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§ 609. Proxies.\n (a) Every shareholder entitled to vote at a meeting of shareholders or\nto express consent or dissent without a meeting may authorize another\nperson or persons to act for him by proxy.\n (b) No proxy shall be valid after the expiration of eleven months from\nth…
N.Y. Business Corporation Law § 610 Selection of inspectors at shareholders' meetings
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§ 610. Selection of inspectors at shareholders' meetings.\n (a) The board of directors shall appoint one or more inspectors to act\nat the meeting or any adjournment thereof and make a written report\nthereof. The board of directors may designate one or more persons as\nalternate…
N.Y. Business Corporation Law § 611 Duties of inspectors at shareholders' meetings
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§ 611. Duties of inspectors at shareholders' meetings.\n (a) The inspectors shall determine the number of shares outstanding\nand the voting power of each, the shares represented at the meeting, the\nexistence of a quorum, the validity and effect of proxies, and shall\nreceive vo…
N.Y. Business Corporation Law § 612 Qualification of voters
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§ 612. Qualification of voters.\n (a) Every shareholder of record shall be entitled at every meeting of\nshareholders to one vote for every share standing in his name on the\nrecord of shareholders, unless otherwise provided in the certificate of\nincorporation.\n (b) Treasury sh…
N.Y. Business Corporation Law § 613 Limitations on right to vote
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§ 613. Limitations on right to vote.\n The certificate of incorporation may provide, except as limited by\nsection 501 (Authorized shares), either absolutely or conditionally,\nthat the holders of any designated class or series of shares shall not\nbe entitled to vote, or it may …
N.Y. Business Corporation Law § 614 Vote of shareholders
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§ 614. Vote of shareholders.\n (a) Directors shall, except as otherwise required by this chapter or\nby the by-laws or certificate of incorporation as permitted by this\nchapter, be elected by a plurality of the votes cast at a meeting of\nshareholders by the holders of shares en…
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\n without a meeting.\n (a) Whenever under this chapter shareholders are required or permitted\nto take any action by vote, such action may be taken without a meeting\non written consent, setting forth the action…
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.\n (a) The certificate of incorporation may contain provisions specifying\neither or both of the following:\n (1) That the proportion of votes of shares, or the proportion of votes\nof shares of any class or series …
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.\n (a) The certificate of incorporation may contain provisions specifying\nthat any class or classes of shares or of any series thereof shall vote\nas a class in connection with the transaction of any business or of any\nspecified item …
N.Y. Business Corporation Law § 618 Cumulative voting
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§ 618. Cumulative voting.\n The certificate of incorporation of any corporation may provide that\nin all elections of directors of such corporation each shareholder shall\nbe entitled to as many votes as shall equal the number of votes which,\nexcept for such provisions as to cum…
N.Y. Business Corporation Law § 619 Powers of supreme court respecting elections
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§ 619. Powers of supreme court respecting elections.\n Upon the petition of any shareholder aggrieved by an election, and\nupon notice to the persons declared elected thereat, the corporation and\nsuch other persons as the court may direct, the supreme court at a\nspecial term he…
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\n incorporation as to control of directors.\n (a) An agreement between two or more shareholders, if in writing and\nsigned by the parties thereto, may provide that in exercising any voting\nrights, the shares held by the…
N.Y. Business Corporation Law § 621 Voting trust agreements
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§ 621. Voting trust agreements.\n (a) Any shareholder or shareholders, under an agreement in writing,\nmay transfer his or their shares to a voting trustee or trustees for the\npurpose of conferring the right to vote thereon for a period not\nexceeding ten years upon the terms an…
N.Y. Business Corporation Law § 622 Preemptive rights
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§ 622. Preemptive rights.\n (a) As used in this section, the term:\n (1) "Unlimited dividend rights" means the right without limitation as\nto amount either to all or to a share of the balance of current or\nliquidating dividends after the payment of dividends on any shares\nenti…
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\n shares.\n (a) A shareholder intending to enforce his right under a section of\nthis chapter to receive payment for his shares if the proposed corporate\naction referred to therein is taken shall file with th…
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.\n (a) Each corporation shall keep correct and complete books and records\nof account and shall keep minutes of the proceedings of its\nshareholders, board and executive committee, if any, and shall keep at\nthe …
N.Y. Business Corporation Law § 625 Infant shareholders and bondholders
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§ 625. Infant shareholders and bondholders.\n (a) A corporation may treat an infant who holds shares or bonds of\nsuch corporation as having capacity to receive and to empower others to\nreceive dividends, interest, principal and other payments and\ndistributions, to vote or expr…
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\n corporation to procure a judgment in its favor.\n (a) An action may be brought in the right of a domestic or foreign\ncorporation to procure a judgment in its favor, by a holder of shares or\nof voting trust cer…
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\n in the right of the corporation to procure a judgment in its\n favor.\n In any action specified in section 626 (Shareholders' derivative\naction brought in the right of the corporation to procure a judgment…
N.Y. Business Corporation Law § 628 Liability of subscribers and shareholders
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§ 628. Liability of subscribers and shareholders.\n (a) A holder of or subscriber for shares of a corporation shall be\nunder no obligation to the corporation for payment for such shares other\nthan the obligation to pay the unpaid portion of his subscription which\nin no event s…
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;\n effect.\n Any transfer or assignment by a shareholder of his shares, or by a\nsubscriber for shares of his interest in the corporation, shall not\nrelieve him of any liability as a shareholder or subscriber…
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\n employees.\n (a) The ten largest shareholders, as determined by the fair value of\ntheir beneficial interest as of the beginning of the period during which\nthe unpaid services referred to in this section a…
N.Y. Business Corporation Law § 701 Board of directors
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§ 701. Board of directors.\n Subject to any provision in the certificate of incorporation\nauthorized by paragraph (b) of section 620 (Agreements as to voting;\nprovision in certificate of incorporation as to control of directors) or\nby paragraph (b) of section 715 (Officers), t…