2023 New York Laws › BSC - Business Corporation › Article 6 - Shareholders › 630 - Liability of Shareholders for Wages Due to Laborers, Servants or Employees.

§ 630. Liability  of shareholders for wages due to laborers, servants or
employees.
(a) The ten largest shareholders, as determined by the fair  value  of
their beneficial interest as of the beginning of the period during which
the  unpaid services referred to in this section are performed, of every
domestic corporation or of any  foreign  corporation,  when  the  unpaid
services were performed in the state, no shares of which are listed on a
national  securities exchange or regularly quoted in an over-the-counter
market by one or more members of a national or an affiliated  securities
association,  shall  jointly  and severally be personally liable for all
debts, wages or salaries due and owing to any of its laborers,  servants
or  employees other than contractors, for services performed by them for
such corporation. Before such laborer, servant or employee shall  charge
such  shareholder  for such services, he shall give notice in writing to
such shareholder that he intends to hold him liable under this  section.
Such  notice  shall  be  given  within one hundred and eighty days after
termination of such services, except that if, within  such  period,  the
laborer,  servant  or  employee  demands an examination of the record of
shareholders under paragraph (b) of  section  624  (Books  and  records;
right  of inspection, prima facie evidence) of this article, such notice
may be given within sixty days after he has been given  the  opportunity
to  examine  the  record  of  shareholders.  An  action  to enforce such
liability shall be commenced within ninety days after the return  of  an
execution  unsatisfied against the corporation upon a judgment recovered
against it for such services. The provisions of this paragraph shall not
apply to an investment company  registered  as  such  under  an  act  of
congress entitled "Investment Company Act of 1940."
(b) For the purposes of this section, wages or salaries shall mean all
compensation  and  benefits payable by an employer to or for the account
of the employee for personal services rendered by such  employee.  These
shall  specifically  include  but  not be limited to salaries, overtime,
vacation, holiday  and  severance  pay;  employer  contributions  to  or
payments  of  insurance  or  welfare benefits; employer contributions to
pension or annuity funds; and any other moneys properly due  or  payable
for services rendered by such employee.
(c) A shareholder who has paid more than his pro rata share under this
section  shall  be  entitled  to  contribution  pro  rata from the other
shareholders liable under this section with respect  to  the  excess  so
paid,  over  and  above  his pro rata share, and may sue them jointly or
severally or any number of them to recover the  amount  due  from  them.
Such  recovery  may  be  had  in  a  separate  action.  As  used in this
paragraph, "pro rata" means in proportion to beneficial share  interest.
Before  a  shareholder  may  claim  contribution from other shareholders
under this paragraph, he shall, unless they have been given notice by  a
laborer,  servant  or  employee under paragraph (a), give them notice in
writing that he intends to hold them so liable to him. Such notice shall
be given by him within twenty days after the date that notice was  given
to him by a laborer, servant or employee under paragraph (a).