2023 New York Laws › BSC - Business Corporation › Article 5 - Corporate Finance › 501 - Authorized Shares.

§ 501. Authorized shares.
(a)  Every corporation shall have power to create and issue the number
of shares stated in its certificate of incorporation. Such shares may be
all of one class or may be divided into two or more classes. Each  class
shall  consist  of  either  shares  with par value or shares without par
value, having such  designation  and  such  relative  voting,  dividend,
liquidation  and  other  rights, preferences and limitations, consistent
with  this  chapter,  as  shall  be  stated  in   the   certificate   of
incorporation.  The  certificate  of  incorporation  may  deny, limit or
otherwise define the voting rights and may limit or otherwise define the
dividend or liquidation rights of shares  of  any  class,  but  no  such
denial,  limitation  or  definition  of voting rights shall be effective
unless at the time one or more classes of outstanding shares  or  bonds,
singly  or  in the aggregate, are entitled to full voting rights, and no
such limitation or definition of dividend or liquidation rights shall be
effective unless at the time one or more classes of outstanding  shares,
singly  or  in  the  aggregate,  are  entitled to unlimited dividend and
liquidation rights.
(b) If the shares are divided into two or more classes, the shares  of
each  class  shall  be designated to distinguish them from the shares of
all other classes. Shares  which  are  entitled  to  preference  in  the
distribution  of  dividends  or assets shall not be designated as common
shares. Shares which are not entitled to preference in the  distribution
of  dividends  or assets shall be common shares, even if identified by a
class or other designation, and shall not  be  designated  as  preferred
shares.
(c)  Subject  to  the  designations,  relative rights, preferences and
limitations applicable  to  separate  series  and  except  as  otherwise
permitted  by  subparagraph two of paragraph (a) of section five hundred
five of this article, each share shall be equal to every other share  of
the   same  class.  With  respect  to  corporations  owning  or  leasing
residential premises and operating the  same  on  a  cooperative  basis,
however,  provided that (1) liquidation or other distribution rights are
substantially equal per share, (2) changes in  maintenance  charges  and
general  assessments  pursuant  to a proprietary lease have been and are
hereafter fixed and determined on an equal  per-share  basis  or  on  an
equal  per-room  basis  or  as  an  equal  percentage of the maintenance
charges, and (3) voting rights are substantially equal per share or  the
certificate  of incorporation provides that the shareholders holding the
shares allocated to  each  apartment  or  dwelling  unit  owned  by  the
corporation shall be entitled to one vote in the aggregate regardless of
the  number of shares allocated to the apartment or dwelling unit or the
number of shareholders holding such shares, shares  of  the  same  class
shall not be considered unequal because of variations in fees or charges
payable  to  the  corporation  upon  sale  or  transfer  of  shares  and
appurtenant proprietary leases that  are  provided  for  in  proprietary
leases,  occupancy  agreements  or  offering  plans or properly approved
amendments to the foregoing instruments.