N.Y. Business Corporation Law § 1001: Authorization of dissolution

§ 1001. Authorization of dissolution.

(a) A corporation may be dissolved under this article. Such

dissolution shall be authorized at a meeting of shareholders by (i) for

corporations the certificate of incorporation of which expressly

provides such or corporations incorporated after the effective date of

paragraph (b) of this section, a majority of the votes of all

outstanding shares entitled to vote thereon or (ii) for other

corporations, two-thirds of the votes of all outstanding shares entitled

to vote thereon, except, in either case, as otherwise provided under

section 1002 (Dissolution under provision in certificate of

incorporation).

(b) Any corporation may adopt an amendment of the certificate of

incorporation providing that such dissolution shall be authorized at a

meeting of shareholders by a specified proportion of votes of all

outstanding shares entitled to vote thereon, provided that such

proportion may not be less than a majority.