N.Y. Business Corporation Law Section 1001
Authorization of dissolution

(a)

A corporation may be dissolved under this article. Such dissolution shall be authorized at a meeting of shareholders by (i) for corporations the certificate of incorporation of which expressly provides such or corporations incorporated after the effective date of paragraph (b) of this section, a majority of the votes of all outstanding shares entitled to vote thereon or (ii) for other corporations, two-thirds of the votes of all outstanding shares entitled to vote thereon, except, in either case, as otherwise provided under section 1002 (Dissolution under provision in certificate of incorporation).

(b)

Any corporation may adopt an amendment of the certificate of incorporation providing that such dissolution shall be authorized at a meeting of shareholders by a specified proportion of votes of all outstanding shares entitled to vote thereon, provided that such proportion may not be less than a majority.

Source: Section 1001 — Authorization of dissolution, https://www.­nysenate.­gov/legislation/laws/BSC/1001 (updated Sep. 22, 2014; accessed Nov. 22, 2025).

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Nov. 22, 2025

Last modified:
Sep. 22, 2014

§ 1001. Authorization of dissolution's source at nysenate​.gov

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