N.Y. Banking Law Section 604
Rights of dissenting stockholders

The following stockholders shall, subject to and by complying with § 6022 (Procedure to enforce stockholder’s right to receive payment for shares)section six thousand twenty-two of this chapter, have the right to receive payment of the fair value of their shares and the other rights and benefits provided by such section:

1.

In the case of a merger pursuant to a plan submitted to stockholders as provided in subdivision two of § 601 (Merger agreement)section six hundred one of this chapter, any stockholder of the merging corporation entitled to vote thereon who does not assent thereto;

2.

In the case of a plan of acquisition of assets submitted to stockholders as provided in subdivision two of § 601-A (Purchase of assets)section six hundred one-a of this chapter, any stockholder of the selling corporation entitled to vote thereon who does not assent thereto; and

3.

In the case of a sale, lease, exchange or other disposition which requires stockholder authorization under § 601-C (Sale, lease, exchange or other disposition of property, rights, privileges and franchises)section six hundred one-c of this chapter, any stockholder, entitled to vote thereon, of the corporation making such sale, lease, exchange or other disposition who does not assent thereto, except in the case of a transaction wholly for cash where the stockholders’ authorization thereof is conditioned upon the distribution of all the net proceeds of such transaction to the stockholders in accordance with their respective interests within one year after the date of such transaction and upon the dissolution of the corporation.

Source: Section 604 — Rights of dissenting stockholders, https://www.­nysenate.­gov/legislation/laws/BNK/604 (updated Sep. 22, 2014; accessed Oct. 25, 2025).

600
Merger 601
Merger agreement 601–A
Purchase of assets 601–B
Approval or disapproval of merger or purchase of assets 601–C
Sale, lease, exchange or other disposition of property, rights, privileges and franchises 602
Effect of merger 603
Issuance of new certificates of stock or other consideration 604
Rights of dissenting stockholders 604–A
Transfer of fiduciary relationships 605
Voluntary liquidation 605–A
Transfer of deposit liabilities of bank or trust company 606
When superintendent may take possession of banking organization 607
Manner and time within which taking possession may be tested 609
Resumption of business by bank, trust company or industrial bank 610
Resumption of business in accordance with plan of reorganization 611
Special deputies 611–A
Appointment of single judge 612
Certificates to be recorded and received in evidence 612–A
Payment of wages 613
Payment by superintendent of expenses of liquidation 614
Obtaining possession of pleadings, et cetera, in actions against which attorneys’ liens are asserted 615
On taking possession, superintendent shall notify those holding assets 616
Inventory of assets 617
Disposition of property held as bailee, or depositary 618
Liquidation and conservation of assets 618–A
Repudiation of contracts 619
Prosecution and defense of actions 620
Notice to creditors to make proof of claims 620–A
Certain claims shall not be accepted 622
List of claims duly presented 623
Filing objections to claims presented or listed 624
Acceptance and rejection of claims and accounts 625
Effect of accepting claims and accounts 626
Judgments recovered shall not be liens 627
Dividends to creditors 628
Payment of dividends when deposits have been made available by Federal Deposit Insurance Corporation 629
Payment of dividends to minors, trustees or joint depositors 630
Claims of shareholders and members of credit unions and savings and loan associations 631
Actions against directors, trustees, managers or officers for violation of their official duties 633
Service of notice or process during time of war 634
Power to appoint regulator or insurer as receiver
Green check means up to date. Up to date

Verified:
Oct. 25, 2025

Last modified:
Sep. 22, 2014

§ 604. Rights of dissenting stockholders's source at nysenate​.gov

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