N.Y. Business Corporation Law § 515: Reacquired shares

§ 515. Reacquired shares.

(a) Shares that have been issued and have been purchased, redeemed or

otherwise reacquired by a corporation shall be cancelled if they are

reacquired out of stated capital, or if they are converted shares, or if

the certificate of incorporation requires that such shares be cancelled

upon reacquisition.

(b) Any shares reacquired by the corporation and not required to be

cancelled may be either retained as treasury shares or cancelled by the

board at the time of reacquisition or at any time thereafter.

(c) Neither the retention of reacquired shares as treasury shares, nor

their subsequent distribution to shareholders or disposition for a

consideration shall change the stated capital. When treasury shares are

disposed of for a consideration, the surplus shall be increased by the

full amount of the consideration received.

(d) Shares cancelled under this section are restored to the status of

authorized but unissued shares. However, if the certificate of

incorporation prohibits the reissue of any shares required or permitted

to be cancelled under this section, the board by certificate of

amendment under section 805 (Certificate of amendment; contents) shall

reduce the number of authorized shares accordingly.