New York Consolidated Laws, Business Corporation Law - BSC § 1103. Shareholders' petition for judicial dissolution

(a) If the shareholders of a corporation adopt a resolution stating that they find that its assets are not sufficient to discharge its liabilities, or that they deem a dissolution to be beneficial to the shareholders, the shareholders or such of them as are designated for that purpose in such resolution may present a petition for its dissolution.

(b) A shareholders' meeting to consider such a resolution may be called, notwithstanding any provision in the certificate of incorporation, by the holders of shares representing ten percent of the votes of all outstanding shares entitled to vote thereon, or if the certificate of incorporation authorizes a lesser proportion of votes of shares to call the meeting, by such lesser proportion.  A meeting under this paragraph may not be called more often than once in any period of twelve consecutive months.

(c) Such a resolution may be adopted at a meeting of shareholders by vote of a majority of the votes of all outstanding shares entitled to vote thereon or if the certificate of incorporation requires a greater proportion of votes to adopt such a resolution, by such greater proportion.

FindLaw Codes are provided courtesy of Thomson Reuters Westlaw, the industry-leading online legal research system. For more detailed codes research information, including annotations and citations, please visit Westlaw.

FindLaw Codes may not reflect the most recent version of the law in your jurisdiction. Please verify the status of the code you are researching with the state legislature or via Westlaw before relying on it for your legal needs.

Copied to clipboard