New York Consolidated Laws, Business Corporation Law - BSC § 1002. Dissolution under provision in certificate of incorporation

(a) The certificate of incorporation may contain a provision that any shareholder, or the holders of any specified number or proportion of shares or votes of shares, or of any specified number or proportion of shares or votes of shares of any class or series thereof, may require the dissolution of the corporation at will or upon the occurrence of a specified event.  If the certificate of incorporation contains such a provision, a certificate of dissolution under section 1003 (Certificate of dissolution;  contents) may be signed, verified and delivered to the department of state as provided in section 104 (Certificate;  requirements, signing, filing, effectiveness) when authorized by a holder or holders of the number or proportion of shares or votes of shares specified in such provision, given in such manner as may be specified therein, or if no manner is specified therein, when authorized on written consent signed by such holder or holders;  or such certificate may be signed, verified and delivered to the department by such holder or holders or by such of them as are designated by them.

(b) An amendment of the certificate of incorporation which adds a provision permitted by this section, or which changes or strikes out such a provision, shall be authorized at a meeting of shareholders by vote of all outstanding shares, whether or not otherwise entitled to vote on any amendment, or of such lesser proportion of shares and of such class or series of shares, but not less than a majority of all outstanding shares entitled to vote on any amendment, as may be provided specifically in the certificate of incorporation for adding, changing or striking out a provision permitted by this section.

(c) If the certificate of incorporation of any corporation contains a provision authorized by this section, the existence of such provision shall be noted conspicuously on the face or back of every certificate for shares issued by such corporation.


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