N.Y. Business Corporation Law § 1103: Shareholders' petition for judicial dissolution

§ 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.