N.Y. Bus. Corp. Law § 502

Current through 2023 NY Law Chapters 1-49 and 61-119
Section 502 - Issue of any class of preferred shares in series
(a) If the certificate of incorporation so provides, a corporation may issue any class of preferred shares in series. Shares of each such series when issued, shall be designated to distinguish them from shares of all other series.
(b) The number of shares included in any or all series of any classes of preferred shares and any or all of the designations, relative rights, preferences and limitations of any or all such series may be fixed in the certificate of incorporation, subject to the limitation that, unless the certificate of incorporation provides otherwise, if the stated dividends and amounts payable on liquidation are not paid in full, the shares of all series of the same class shall share ratably in the payment of dividends including accumulations, if any, in accordance with the sums which would be payable on such shares if all dividends were declared and paid in full, and in any distribution of assets other than by way of dividends in accordance with the sums which would be payable on such distribution if all sums payable were discharged in full.
(c) If any such number of shares or any such designation, relative right, preference or limitation of the shares of any series is not fixed in the certificate of incorporation, it may be fixed by the board, to the extent authorized by the certificate of incorporation. Unless otherwise provided in the certificate of incorporation, the number of preferred shares of any series so fixed by the board may be increased (but not above the total number of authorized shares of the class) or decreased (but not below the number of shares thereof then outstanding) by the board. In case the number of such shares shall be decreased, the number of shares by which the series is decreased shall, unless eliminated pursuant to paragraph (e) of this section, resume the status which they had prior to being designated as part of a series of preferred shares.
(d) Before the issue of any shares of a series established by the board, a certificate of amendment under section 805 (Certificate of amendment; contents) shall be delivered to the department of state. Such certificate shall set forth:
(1) The name of the corporation, and, if it has been changed, the name under which it was formed.
(2) The date the certificate of incorporation was filed by the department of state.
(3) That the certificate of incorporation is thereby amended by the addition of a provision stating the number, designation, relative rights, preferences, and limitations of the shares of the series as fixed by the board, setting forth in full the text of such provision.
(e) Action by the board to increase or decrease the number of preferred shares of any series pursuant to paragraph (c) of this section shall become effective by delivering to the department of state a certificate of amendment under section 805 (Certificate of amendment; contents) which shall set forth:
(1) The name of the corporation, and, if it has been changed, the name under which it was formed.
(2) The date its certificate of incorporation was filed with the department of state.
(3) That the certificate of incorporation is thereby amended to increase or decrease, as the case may be, the number of preferred shares of any series so fixed by the board, setting forth the specific terms of the amendment and the number of shares so authorized following the effectiveness of the amendment.

When no shares of any such series are outstanding, either because none were issued or because no issued shares of any such series remain outstanding, the certificate of amendment under section 805 may also set forth a statement that none of the authorized shares of such series are outstanding and that none will be issued subject to the certificate of incorporation, and, when such certificate becomes accepted for filing, it shall have the effect of eliminating from the certificate of incorporation all matters set forth therein with respect to such series of preferred shares.

N.Y. Bus. Corp.Law § 502