N.Y. Business Corporation Law Section 1103
Shareholders’ petition for judicial dissolution

(a)

If the shareholders of a corporation adopt a resolution stating that they find that its assets are not sufficient to discharge its liabilities, or that they deem a dissolution to be beneficial to the shareholders, the shareholders or such of them as are designated for that purpose in such resolution may present a petition for its dissolution.

(b)

A shareholders’ meeting to consider such a resolution may be called, notwithstanding any provision in the certificate of incorporation, by the holders of shares representing ten percent of the votes of all outstanding shares entitled to vote thereon, or if the certificate of incorporation authorizes a lesser proportion of votes of shares to call the meeting, by such lesser proportion. A meeting under this paragraph may not be called more often than once in any period of twelve consecutive months.

(c)

Such a resolution may be adopted at a meeting of shareholders by vote of a majority of the votes of all outstanding shares entitled to vote thereon or if the certificate of incorporation requires a greater proportion of votes to adopt such a resolution, by such greater proportion.

Source: Section 1103 — Shareholders' petition for judicial dissolution, https://www.­nysenate.­gov/legislation/laws/BSC/1103 (updated Sep. 22, 2014; accessed Feb. 28, 2026).

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Last modified:
Sep. 22, 2014

§ 1103. Shareholders' petition for judicial dissolution's source at nysenate​.gov

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