§ 806 — Provisions as to certain proceedings

New York § 806

• Jurisdiction: New York
• Law BSC: Business Corporation
• Art. 8: Amendments and Changes

Text

§ 806. Provisions as to certain proceedings.\n (a) The department of state shall not file a certificate of amendment\nreviving the existence of a corporation unless the consent of the state\ntax commission to the revival is delivered to the department. If the\nname of the corporation being revived is not available under section 301\n(Corporate name; general) for use by a corporation then being formed\nunder this chapter, the certificate of amendment shall change the name\nto one which is available for such use.\n (b) The following provisions shall apply to amendments and changes\nunder this article, except under section 808 (Reorganization under act\nof congress):\n (1) The stated capital in respect of any shares without par value\nresulting from a change of issued shares shall be the amount of stated\ncapital in respect of the shares changed or, if such stated capital is\nreduced by the amendment, the reduced amount stated in the certificate\nof amendment. No corporation shall change issued shares into both shares\nwith par value and shares without par value unless the stated capital in\nrespect of the shares so changed or, if such stated capital is reduced\nby the amendment, the reduced amount of stated capital stated in the\ncertificate of amendment, exceeds the par value of the shares with par\nvalue resulting from such change; and the amount of such excess shall be\nthe stated capital in respect of the shares without par value resulting\nfrom such change.\n (2) No corporation shall increase the aggregate par value of its\nissued shares with par value, unless, after giving effect to such\nincrease, the stated capital is at least equal to the amount required by\nsubparagraph (a) (12) of section 102 (Definitions).\n (3) No reduction of stated capital shall be made by amendment unless\nafter such reduction the stated capital exceeds the aggregate\npreferential amount payable upon involuntary liquidation upon all issued\nshares having preferential rights in assets plus the par value of all\nother issued shares with par value.\n (4) Any changes that may be made in the relative rights, preferences\nand limitations of the authorized shares of any class by any certificate\nof amendment which does not eliminate such shares from authorized shares\nor change them into shares of another class, shall not for the purpose\nof any statute or rule of law effect an issue of a new class of shares.\n (5) No amendment or change shall affect any existing cause of action\nin favor of or against the corporation, or any pending suit to which it\nshall be a party, or the existing rights of persons other than\nshareholders; and in the event the corporate name shall be changed, no\nsuit brought by or against the corporation under its former name shall\nabate for that reason.\n (6) A holder of any adversely affected shares who does not vote for or\nconsent in writing to the taking of such action shall, subject to and by\ncomplying with the provisions of section 623 (Procedure to enforce\nshareholder's right to receive payment for shares), have the right to\ndissent and to receive payment for such shares, if the certificate of\namendment (A) alters or abolishes any preferential right of such shares\nhaving preferences; or (B) creates, alters or abolishes any provision or\nright in respect of the redemption of such shares or any sinking fund\nfor the redemption or purchase of such shares; or (C) alters or\nabolishes any preemptive right of such holder to acquire shares or other\nsecurities; or (D) excludes or limits the right of such holder to vote\non any matter, except as such right may be limited by the voting rights\ngiven to new shares then being authorized of any existing or new class.\n