N.Y. Business Corporation Law Section 512
Redeemable shares


Subject to the restrictions contained in section 513 (Purchase, redemption and certain other transactions by a corporation with respect to its own shares) and paragraph (b) of this section, a corporation may provide in its certificate of incorporation for one or more classes or series of shares which are redeemable, in whole or in part, at the option of the corporation, the holder or another person or upon the happening of a specified event.


No redeemable common shares, other than shares of an open-end investment company, as defined in an act of congress entitled “Investment Company Act of 1940”, as amended, or of a member corporation of a national securities exchange registered under a statute of the United States such as the Securities Exchange Act of 1934, as amended, or of a corporation described in this paragraph, shall be issued or redeemed unless the corporation at the time has outstanding a class of common shares that is not subject to redemption. Any common shares of a corporation which directly or through a subsidiary has a license or franchise to conduct its business, which license or franchise is conditioned upon some or all of the holders of such corporation’s common shares possessing prescribed qualifications, may be made subject to redemption by the corporation to the extent necessary to prevent the loss of, or to reinstate, such license or franchise.


Shares of any class or series which may be made redeemable under this section may be redeemed for cash, other property, indebtedness or other securities of the same or another corporation, at such time or times, price or prices, or rate or rates, and with such adjustments, as shall be stated in the certificate of incorporation.


Nothing in this section shall prevent a corporation from creating sinking funds for the redemption or purchase of its shares to the extent permitted by section 513 (Purchase, redemption and certain other transactions by a corporation with respect to its own shares).

Source: Section 512 — Redeemable shares, https://www.­nysenate.­gov/legislation/laws/BSC/512 (updated Sep. 22, 2014; accessed Jun. 22, 2024).

Jun. 22, 2024

Last modified:
Sep. 22, 2014

§ 512’s source at nysenate​.gov

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