N.Y. Not-for-Profit Corporation Law Section 502
Members’ capital contributions


The certificate of incorporation may provide that members, upon or subsequent to admission, shall make capital contributions in the amount specified therein. The requirement of a capital contribution may apply to all members, or to the members of a single class, or to members of different classes in different amounts or proportions.


A member’s capital contribution shall consist of money or other property, tangible or intangible, or labor or services actually received by or performed for the corporation or for its benefit or in its formation or reorganization, or a combination thereof. In the absence of fraud in the transaction, the judgment of the board as to the value of the consideration received by the corporation shall be conclusive.


Neither obligations of the member for future payments nor future services shall constitute payment or part payment of a member’s capital contribution.


A member’s capital contribution shall be evidenced by a capital certificate which shall be non-transferable, except that the certificate of incorporation of a non-charitable corporation may provide that its capital certificates, or some of them, may be transferable to other members with the consent of the corporation upon specified terms and conditions.


A member’s capital contribution shall not be repaid or redeemed by the corporation except upon dissolution of the corporation or upon redemption of the capital certificate as provided in this chapter. A corporation may provide in its certificate of incorporation that its capital certificates, or some of them, shall be redeemable, in whole or in part, at the option of the corporation only, at such price or prices (not to exceed the amount of the capital contribution), within such period or periods, and on such terms and conditions, not inconsistent with this chapter, as are stated in the certificate of incorporation.

Source: Section 502 — Members' capital contributions, https://www.­nysenate.­gov/legislation/laws/NPC/502 (updated Sep. 22, 2014; accessed Dec. 9, 2023).

Dec. 9, 2023

Last modified:
Sep. 22, 2014

§ 502’s source at nysenate​.gov

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