N.Y. Business Corporation Law § 806: Provisions as to certain proceedings

§ 806. Provisions as to certain proceedings.

(a) The department of state shall not file a certificate of amendment

reviving the existence of a corporation unless the consent of the state

tax commission to the revival is delivered to the department. If the

name of the corporation being revived is not available under section 301

(Corporate name; general) for use by a corporation then being formed

under this chapter, the certificate of amendment shall change the name

to one which is available for such use.

(b) The following provisions shall apply to amendments and changes

under this article, except under section 808 (Reorganization under act

of congress):

(1) The stated capital in respect of any shares without par value

resulting from a change of issued shares shall be the amount of stated

capital in respect of the shares changed or, if such stated capital is

reduced by the amendment, the reduced amount stated in the certificate

of amendment. No corporation shall change issued shares into both shares

with par value and shares without par value unless the stated capital in

respect of the shares so changed or, if such stated capital is reduced

by the amendment, the reduced amount of stated capital stated in the

certificate of amendment, exceeds the par value of the shares with par

value resulting from such change; and the amount of such excess shall be

the stated capital in respect of the shares without par value resulting

from such change.

(2) No corporation shall increase the aggregate par value of its

issued shares with par value, unless, after giving effect to such

increase, the stated capital is at least equal to the amount required by

subparagraph (a) (12) of section 102 (Definitions).

(3) No reduction of stated capital shall be made by amendment unless

after such reduction the stated capital exceeds the aggregate

preferential amount payable upon involuntary liquidation upon all issued

shares having preferential rights in assets plus the par value of all

other issued shares with par value.

(4) Any changes that may be made in the relative rights, preferences

and limitations of the authorized shares of any class by any certificate

of amendment which does not eliminate such shares from authorized shares

or change them into shares of another class, shall not for the purpose

of any statute or rule of law effect an issue of a new class of shares.

(5) No amendment or change shall affect any existing cause of action

in favor of or against the corporation, or any pending suit to which it

shall be a party, or the existing rights of persons other than

shareholders; and in the event the corporate name shall be changed, no

suit brought by or against the corporation under its former name shall

abate for that reason.

(6) A holder of any adversely affected shares who does not vote for or

consent in writing to the taking of such action shall, subject to and by

complying with the provisions of section 623 (Procedure to enforce

shareholder's right to receive payment for shares), have the right to

dissent and to receive payment for such shares, if the certificate of

amendment (A) alters or abolishes any preferential right of such shares

having preferences; or (B) creates, alters or abolishes any provision or

right in respect of the redemption of such shares or any sinking fund

for the redemption or purchase of such shares; or (C) alters or

abolishes any preemptive right of such holder to acquire shares or other

securities; or (D) excludes or limits the right of such holder to vote

on any matter, except as such right may be limited by the voting rights

given to new shares then being authorized of any existing or new class.