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Bender's Forms for the Consolidated Laws of New York: Business Corporation Laws

Publisher: Matthew Bender

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ISBN: 9781522131618
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This new resource includes annotated forms organized by section of New York Business Corporation Law (Sections 102‐1531). The publication includes statutory and case citations, and useful endnotes highlighting relevant cases, statutes and other related content. You will find a full range of legal instruments, pleadings and motions covering topics such as:
• Corporate names
• Service upon corporations
• Share distributions
• Boards of directors

Annual updates help ensure that Bender’s Forms for the Consolidated Laws of New York: Business Corporation Laws remains current.
Material in this publication is also published inBender’s Forms for the Consolidated Laws of New York.

Material in this publication is also published in Volumes IA and IB of Bender`s Forms for the Consolidated Laws of New York.

Table of Contents

VOLUME 1 BUSINESS CORPORATION LAW—§§ 105 thru 626
§ 105 Certificates; corrections
§ 107 Corporate seal as evidence
§ 108 When notice or lapse of time unnecessary; notices dispensed with when delivery is prohibited
§ 109 Actions or special proceedings by attorney‐general
§ 201 Purposes
§ 202 General powers
§ 203 Defense of ultra vires
§ 301 Corporate name; general
§ 302 Corporate name; exceptions
§ 303 Reservation of name
§ 304 Statutory designation of secretary of state as agent for service of process
§ 305 Registered agent for service of process
§ 306 Service of process
§ 306‐A Resignation for receipt of process
§ 307 Service of process on unauthorized foreign corporation § 308 Records and certificates of department of state
§ 402 Certificate of incorporation; contents
§ 403 Certificate of incorporation; effect
§ 404 Organization meeting
§ 408 Biennial statement; filing
§ 501 Authorized shares
§ 502 Issue of any class of preferred shares in series
§ 503 Subscription for shares; time of payment, forfeiture for default
§ 504 Consideration and payment for shares
§ 505 Rights and options to purchase shares; issue of rights and options to directors, officers and employees
§ 506 Determination of stated capital
§ 507 Compensation for formation, reorganization and financing
§ 508 Certificates representing shares
§ 509 Fractions of a share or scrip authorized
§ 510 Dividends or other distributions in cash or property
§ 511 Share distributions and changes
§ 512 Redeemable shares
§ 513 Purchase, redemption and certain other transactions by a corporation with respect to its own share
§ 514 Agreements for purchase by a corporation of its own shares
§ 515 Reacquired shares
§ 516 Reduction of stated capital in certain cases
§ 518 Corporate bonds
§ 519 Convertible or exchangeable shares and bonds
§ 601 By‐laws
§ 602 Meetings of shareholders
§ 603 Special meeting for election of directors
§ 604 Fixing record date
§ 605 Notice of meetings of shareholders
§ 606 Waivers of notice
§ 607 List of shareholders at meetings
§ 608 Quorums of shareholders
§ 609 Proxies
§ 610 Selection of inspectors at shareholders’ meetings
§ 611 Duties of inspectors at shareholders’ meetings
§ 612 Qualification of voters
§ 613 Limitations on right to vote
§ 614 Vote of shareholders
§ 615 Written consent of shareholders, subscribers or incorporators without a meeting
§ 616 Greater requirement as to quorum and vote of shareholders
§ 617 Voting by class or classes of shares
§ 618 Cumulative voting
§ 619 Powers of supreme court respecting elections
§ 620 Agreements as to voting; provision in certificate of incorporation as to control of directors
§ 621 Voting trust agreements
§ 622 Preemptive rights
§ 623 Procedure to enforce shareholder’s right to receive payment for shares
§ 624 Books and records; right of inspection, prima facie evidence
§ 625 Infant shareholders and bondholders
§ 626 Shareholders’ derivative action brought in the right of the corporation to procure a judgment in its favor

VOLUME 2 BUSINESS CORPORATION LAW—§§ 627 thru End
§ 627 Security for expenses in shareholders’ derivative action brought in the right of the corporation to procure a judgment in its favor
§ 628 Liability of subscribers and shareholders
§ 629 Certain transfers or assignments by shareholders or subscribers; effect
§ 630 Liability of shareholders for wages due to laborers, servants or employees
§ 701 Board of directors
§ 702 Number of directors
§ 703 Election and term of directors
§ 704 Classification of directors
§ 705 Newly created directorships and vacancies
§ 706 Removal of directors
§ 707 Quorum of directors
§ 708 Action by the board
§ 709 Greater requirement as to quorum and vote of directors
§ 711 Notice of meetings of the board
§ 712 Executive committee and other committees
§ 713 Interested directors
§ 714 Loans to directors
§ 715 Officers
§ 716 Removal of officers
§ 717 Duty of directors
§ 718 List of directors and officers
§ 719 Liability of directors in certain cases
§ 720 Action against directors and officers for misconduct
§ 721 Nonexclusivity of statutory provisions for indemnification of directors and officers
§ 722 Authorization for indemnification of directors and officers
§ 724 Indemnification of directors and officers by a court
§ 805 Certificate of amendment; contents
§ 807 Restated certificate of incorporation
§ 902 Plan of merger or consolidation
§ 903 Authorization by shareholders
§ 904 Certificate of merger or consolidation; contents
§ 905 Merger of parent and subsidiary corporations
§ 906 Effect of merger or consolidation
§ 907 Merger or consolidation of domestic and foreign corporations
§ 908 Guarantee authorized by shareholders
§ 909 Sale, lease, exchange, or other disposition of assets
§ 911 Mortgage or pledge of, or security interest In, corporate property
§ 913 Share exchanges
§ 1001 Authorization of dissolution
§ 1002 Dissolution under provision in certificate of incorporation
§ 1003 Certificate of dissolution; contents
§ 1006 Corporate action and survival of remedies after dissolution
§ 1008 Jurisdiction of supreme court to supervise dissolution and liquidation
§ 1102 Directors’ petition for judicial dissolution
§ 1103 Shareholders’ petition for judicial dissolution
§ 1104 Petition In case of deadlock among directors or shareholders
§ 1106 Order to show cause; issuance; publication, service, filing
§ 1107 Amending papers
§ 1109 Hearing and decision
§ 1110 Application for final order
§ 1111 Judgment or final order of dissolution
§ 1113 Preservation of assets; appointment of receiver
§ 1115 Injunction
§ 1118 Purchase of petitioner’s shares; valuation
§ 1201 Action by judgment creditor for sequestration
§ 1203 Temporary and permanent receiver
§ 1204 Oath and security
§ 1206 Powers of permanent receiver
§ 1207 Duties of receiver upon appointment
§ 1208 Penalty for concealing property from receiver
§ 1209 Recovery of assets
§ 1215 Resignation by receiver, filling any vacancy
§ 1216 Final accounting; notice; duty of attorney‐general
§ 1217 Commissions
§ 1218 Special provisions relating to actions or special proceedings against foreign corporations
§ 1304 Application for authority; contents
§ 1309 Certificate of amendment; contents, effects
§ 1310 Surrender of authority
§ 1312 Actions or special proceedings by unauthorized foreign corporations
§ 1315 Record of shareholders
§ 1503 Organization
§ 1507 Issuance of shares
§ 1510 Death or disqualification of shareholder
§ 1511 Transfer of shares
§ 1516 Corporate mergers, consolidations and other reorganizations
§ 1530 Filing requirements
§ 1531 Annual statement