NY Bus Corp L § 806 (2021)
2021 New York Laws BSC - Business Corporation Article 8 - Amendments and Changes 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.