2023 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.