New York corporate bylaws are guidelines established at a corporation’s inception that dictate its operations and structure, including director and shareholder roles, meetings, and dividend distribution. Initially crafted by incorporators, these bylaws can be modified by a majority shareholder vote or directors if permitted.
They encompass responsibilities, corporate actions, share distributions, and dissolution procedures, ensuring legal compliance and organizational clarity.
Legal Requirements
New York mandates that corporations establish and uphold bylaws, in line with state regulations. [1] Additionally, corporations are obligated to adhere to further statutory duties pertinent to their activities.
- Annual Meetings: Shareholder meetings are held at a location and time specified by the bylaws. [2] The annual meeting may be held remotely at the election of the Board of Directors.
- Corporate Bylaws: Initially adopted by incorporators, bylaws can later be changed by a majority vote of eligible shares. [3]
- Issuance of Stock: Corporations can create and issue the number of shares specified in their certificate of incorporation, either as a single class or divided into multiple classes. [4]
Naming Considerations
- Required Words: “Corporation,” “Incorporated,” “Limited,” an abbreviation thereof, or language of like import (choose one).
- Prohibited Words: No language considered obscene, derogatory, or that states/implies any unlawful activity, and you must obtain consent from the appropriate agency to use terms related to licensed professions or businesses.
- Name Reservation Period: 60 days.
- Renewal Period: Renewable no more than two times.
- Transferability: Yes.
