Kiritsis & Associates

 

WHAT ARE THE SHAREHOLDER VOTING RIGHTS GIVEN TO STOCKHOLDERS OF NEW YORK CORPORATIONS?

Aug 16, 2021

Kiritsis Law Group Firm Telephone: 212-922-0005

Author John Kiritsis, Esq., CPA, MBA, MS, JD, LL.M

 

Unless the document of incorporation states otherwise, each shareholder has one vote for each share registered in his or her name on the shareholders' register. BCL 612(a). Several mechanisms may be utilized to differentiate the voting rights among shareholder classes. Absent any proper planning ahead of time and with no properly adopted corporate documents to the contrary, it may be possible that the corporate founders be stuck with a one share one vote legal management regime.

 

Some items worth considering prior to starting a Corporation, may include:

What is the name of the Corporation?

Will the Corporation be for profit or non for profit?

Will the bylaws be indicative of a for profit or non profit Corporation?

Can shareholder action be taken without a meeting?

How many directors will serve on the Board of Directors?

Will the Corporation have a seal?

Will the corporate bylaws be subject to being amended by a simple majority?

Will the corporate bylaws be subject to being amended by a super majority?

In the event of a lawsuit, will the corporation pay for its directors and officers' legal defense fees?

Will the Corporation have the ability to issue stock certificates upon proper request?

Should the initial Board of Directors members be named in the Articles of Incorporation?

Will the Corporation have at least one President?

Will the Corporation have at least one Vice President?

Will the Corporation have a Treasurer?

Who is going to be the corporate secretary of the Corporation?

When will the internal affairs governing documents of the Corporation be signed?

Who will act as the Corporation's organizer?

Will the Corporation adopt a trade name?

What will be the Corporation's legal name?

What will be the physical address of the Corporation?

What will be the Corporation's mailing address?

When will the Corporation's operations begin?

How many employees will the Corporation have?

What is the anticipated annual revenue of the Corporation?

What will be primary type of activities in which the Corporation will engage in?

Where will the Corporation conduct its day to day business operations?

How many authorized shares will the Corporation have?

Will the Corporation's shareholders have the legal right to maintain their ownership percentage through additional stock purchases?

Will the Corporation's shareholders be required to offer to the Corporation first their shares prior to selling them to others?

What will be the Corporation's fiscal year end date?

What are the names, addresses and phone numbers of the Board of Directors members?

Will the directors' terms be staggered?

If the director terms are staggered, what will be their length in terms of years in office?

Will the directors be shielded from personal liability exposure from the Corporation?

What is the contact information of the Corporation's President?

What is the contact information of the Corporation's Vice President?

What is the contact information of the corporate secretary?

What is the contact information of the Corporation's treasurer?

Are transactions between the Corporation and its directors/officers permitted?

Who can sign and effectively legally bind the Corporation, as far as, real estate contract documents are concerned?

What day to day activities will individual directors/officers be allowed/authorized to do on behalf of the Corporation?

Will the directors of the Corporation be authorized to lease office space on behalf of the Corporation?

Who is the contact person of the corporate commercial tenant, with regards to  correspondence with the underlying commercial landlord?

What are the shareholder voting requirements needed for changing the corporate bylaws?

When and where will the initial Corporation shareholder meeting will be held?

What are the logistics of scheduled corporate shareholder meetings?

Will the Corporation issue stock certificates?

Will fringe type of benefits be offered by the Corporation?

What benefits (if any) will be offered by the Corporation to its shareholders, officers and/or directors?

Who will be the Corporation's registered agent?

Who will be the Corporation's accountant?

Who will be the Corporation's lawyer/general counsel?

Who will be the Corporation's insurance professional?

Who will be the Corporation's banker?

Has a founder's type of agreement been entered PRIOR to the date of incorporation?

Is the underlying business of the Corporation an already existing business or is it an entirely new start up? 

Will the Corporation be treated as a C Corp for tax related purposes?

Will the Corporation elect S Corp tax treatment?

Will the Corporation have LLCs/Subsidiaries?

 

Citations and possibly useful reference links, may include:

-U.S. Constitution

-New York State Bar Association

-New York City Bar Association

-American Bar Association

-New York State Secretary of State: Divisions of Corporations

-Internal Revenue Code

-Internal Revenue Service

-New York Department of Finance

-New York Business Corporation Law

-New York UCC (Uniform Commercial Code)

-New York LLC (Limited Liability Company) Law

-New York General Obligations Law (GOL)

-New York CPLR

-Delaware Corporate Law

-Delaware LLC Law

-Bankruptcy Code

-Revised Uniform Limited Liability Company Law (RULLCA)

-New York Partnership Law

-New York Trust Law

-New York Constitution

-Gordon v. Doty 69 P.2d 136 (Idaho 1937)

-A. Gay Jenson Farms Co. v. Cargill, Inc., 309 N.W.2d (Minn 1981)

-Hoddeson v. Koos Bros., 47 N.J. Super. 224 (N.J. Super. Ct. App. Div.1957)

-Ira S. Bushey & Sons, Inc. v. United States, 398 F.2d 167 (2d Cir. 1968)

-Majestic Realty Assoc., Inc. v. Toti Contracting Co., 30 N.J. 425 (1959)

-Town & Country House & Home Serv., Inc. v. Newbery, 3 N.Y.2d 554

-Fenwick v. Unemployment Compensation Comm’n, 133 N.J.L. 295 (1945)

-Martin v. Peyton, 246 N.Y. 213 (1927)

-Meinhard v. Salmon, 249 N.Y. 458 (1928)

-Eisenberg v. Flying Tiger Line, Inc., 451 F.2d 267 (2d Cir. 1971)

-Marx v. Akers, 644 N.Y.S.2d 121

-Auerbach v. Bennett, 47 N.Y.2d 619 (1979)

-A.P. Smith Mfg. Co. v. Barlow, 13 N.J. 145 (1953)

-Kamin v. American Express Co., 86 Misc.2d 809 (N.Y. Sup. Ct. 1976)

-Francis v. United Jersey Bank, 87 N.J. 15 (1981)

-Bayer v. Beran, 49 N.Y.S.2d 2 (N.Y. Sup. Ct. 1944)

-Escott v. BarChris Construction Corp.m 283 F.Supp. 643 (S.D.N.Y. 1968)

-Levin v. Metro-Goldwyn-Mayer, Inc., 264 F.Supp. 797 (S.D.N.Y. 1967)

-Rosenfeld v. Fairchild Engine & Airplane Corp., 309 N.Y. 168 (1955)

-AFSCME v. AIG, Inc., 462 F3d 121 (2d Cir. 2006)

-Crane Co. v. Anaconda Co., 39 N.Y.2d 14 (1976)

-Ingle v. Glamore Motor Sales, Inc. 73 N.Y.2d 183 (1989)

-Metropolitan Life Ins. Co. v. RJR Nabisco, Inc., 716 F.Supp 1504 (S.D.N.Y. 1989)

-Morgan Stanley & Co. v. Archer Daniels Midland Co., 570 F.Supp 1529 (S.D.N.Y. 1983)

-Form 1120

-Form 1120S

-Form K-1S

-Form 1099- DIV

-Buckley v. Valeo, 424 U.S. 1 (1976)

 

 

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Our firm has a robust practice area presence regarding business formation and corporate governance. Below are just some of the areas our firm can help you with:

 

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