Kiritsis & Associates



Aug 16, 2021

Kiritsis Law Group Call us: 212-922-0005

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


Most outstanding shares entitled to vote on amending the certificate of incorporation (BCL 803 [a]) and authorizing a shareholder's petition for judicial dissolution (BCL 1103[3]) are required for approval.


Approval of a merger or consolidation (BCL 903 [a] [2]), approval of any sale, lease, exchange, or different disposition of all or significantly all of the property of the corporation, if no longer made in the ordinary or regular course of the business definitely conducted through the company (BCL 909) [a]a [3]), and authorization of a non-judicial dissolution require:

Most of the votes of all outstanding shares entitled to vote thereon for corporations created AFTER February 22, 1998, or whose certificate of incorporation expressly provision for it.


Abstentions do not count as votes unless expressly stated in the certificate of incorporation or a bylaw ratified by the shareholders (BCL 614 [b]). It should be noteworthy to mention that carefully planned and well-drafted corporate document(s) can significantly alter the extent of the statutory exceptions.


Below is a small number of issues that may need to be addressed, prior to incorporation:

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?

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?

Will officers/directors be authorized to enter into employment agreements with the corporation?

Which corporate officers will be authorized to legally bind corporations with regards to employment agreements?

What are the contact information of the individual officers?

Who are the Corporation's key employees from the perspective of taxation and corporate governance, respectively?

Will the Corporation have non-Board member key employees?

Who are the Corporation's initial shareholders?

What will be the contributions of each of the initial shareholders?

What shareholder voting requirements are needed for approving corporate action at properly conducted shareholder meetings?

What shareholder vote requirements are needed to approve corporate action via written consent (absent a shareholder agreement)?

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?


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)


Law Offices of Kiritsis & Associates 

Phone: 212–922–0005

Manhattan Office (Main Office):

633 Third Avenue

New York, NY 10017

Suite 1306

Brooklyn Office (By Appointment Only):

1023 74th Street

Brooklyn, NY 11228

1st Floor

New Jersey Office:

7309 Ventnor Avenue

Ventnor, NJ 08406

2nd Floor




We hope you would find this website useful with regards to finding potentially relevant information for your legal issue. The Law Offices of Kiritsis & Associates PLLC is a boutique Law Firm Group headquartered in Midtown Manhattan, with offices in Manhattan, Brooklyn (NY) and New Jersey. We strive to provide professional legal services for individuals and various business entities. Our clientele ranges from including aspiring entrepreneurs, startups to established business organizations.


We offer flat fee prices for many of the practice areas provided listed throughout our website. For more information on a topic you may be interested in, or simply to find out how our Law Firm Group can help, you may click at any of our site's links.


We are available for existing and potentially new clients 7 days a week via online, phone, and/or in person. 


Phone: 212-922-0005

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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:


-New York Incorporation State Filing Forms

-NY Incorporation State Filing Fee Payment Forms

-Corporate Seals

-Corporate Books and Records

-Incorporator Filer Services

-Incorporation Organizer Services

-Corporate Secretary Services

-Corporate Governance

-Corporate Litigation

-Piercing the Corporate Veil

-Corporate Kits

-Professional Service Corporations

-Professional Corporations

-Service Corporations

-C Corps

-S Corps

-Corporate Minutes

-Corporate Meeting Minutes

-Corporate Paper Meetings

-Corporate Live Meetings

-Corporate Resolutions

-New York BCL Legal Analysis Services

-Corporate Bylaws

-Shareholder Agreements

-Shareholder litigation

-DIrect Corporate Litigation

-Derivative Corporate Litigation

-Corporate Employment Contracts

-Corporate Independent Contractor Agreements

-Corporate Structuring

-Corporate Mergers

-Corporate Reverse Mergers

-Corporate Consolidations

-Corporate Tax Return

-Corporate Tax Compliance

-Corporate Tax Controversies

-Corporation Stock Certificates

-Corporation Preliminary Name Search

-Corporate Banking Resolution

-Corporate Asset Purchase Agreements

-Asset Protection Driven Incorporations

-Tax favored Corporations

-LLC Incorporations

-S Corp tax election

-Parent Corporations

-Subsidiary Corporations

-Corporation Division

-Shell Corporation

-Shelf Corporation

-Corporate Resolution Authorizing Transaction

-Corporate Service Agreements

-Ongoing Corporate Legal Counsel Assistance

-Minority Business Certification for New York Corporations

-Women Owned Certification for New York Corporations

-Veteran Owned Small Business Certification for New York Corporations

-Service Disabled Veteran Small Business Certification for New York Corporations

-Legal Name Selections for New York Corporations

-Corporate Tax Ids

-Corporation EIN

-Corporation New York State Tax Id

-Federal Corporate Income Tax Return

-State Corporate Income Tax Return

-For Profit Business Corporations

-New York Domestic Business Corporations

-New York Foreign Qualified Corporations

-Shareholder Proxy Battles

-Shareholder Voting Proxy Trust Agreements

-Bearer Corporate Stock Certificates

-Par Value Corporate Stock Shares

-Par Value Corporate Stock Certificates 

-Corporation LLC Divisions

-Corporation D &  B Numbers

-Bank Letters for Corporations

-Employer Manuals for Corporations

-Corporation Federal Trademarks

-Corporation State Trademarks

-Corporation Federal Service Marks

-Corporation State Service Marks

-Corporation Copyright Registration

-Corporation Business Registration

-Corporation Biennial Filing Reports

-Corporation Franchise Fee Filling Reports

-Corporation Stock Purchase Agreements

-Corporate Indemnification Agreements

-Corporate Shareholder Restrictive Agreements

-Corporate Shareholder Divorce Protection Structuring

-Corporate Security Agreements

-Corporate Lender's Agreements

-Corporate Promissory Notes

-Corporate Capital Stock

-Corporation Non Voting Stock Certificates

-Corporation Preferred Stock Certificates 

-Corporate Side Agreements

-Corporation Registered Agent Services

-Corporation General Counsel Club Services

-Duplicate Corporate Kit Orders

-Replacement Corporate Kit Orders

-New Corporate Kit Orders

-Corporate Books & Ledgers

-Corporate Meeting Recordation Services

-Articles of Incorporation

-Corporate Shareholder Ownership Register

-Pre-Incorporation Agreements

-Seed Capital Credit Agreements

-Shareholder Stock Pledge Agreements

-Corporation Independent Director Service Agreements

-Customized Corporate Record Kits

-Corporation Document Retrieval Services

-Corporation Filing Forms Services

-Corporation Nominee Services

-UBO (Ultimate Beneficial Owner) Trust Agreements

-Corporate Stock Ledgers

-Corporation Fictitious Names

-Corporation Alternate Names 

-Corporation DBAs

-For Profit Corporations

-Low Profit Corporations

-Non Profit Corporations

-Shareholder Directive Order Agreements

-Corporate Dissolutions

-Corporate Terminations

-Perpetual Duration Corporations

-Limited Duration Corporations

-De jure Corporations

-De facto Corporations

-Corporation Certificate of Good Standing

-Corporate Tax Clearance Letter

-Corporate Inversions

-Corporate Domestications

-Corporate Spin Offs

-C Corp electing S Corp tax treatment

-Ending S Corp tax election

-C Corp Subsidiary

-C Corp Division

-S Corp Subsidiary

-S Corp Sub Subsidiary

-Shareholder Meeting Agenda

-Shareholder Meeting Paper Ballots

-Incorporation for Licensed Professional Owners/Executives

-Corporate Tax Avoidance Planning

-Reverse Corporate Piercing

-Corporate Bankruptcy Petition Filings

-Corporate Governance Documents

-Corporate Stock Shares Certificates

-Board of Director Meeting Minutes

-New York Articles of Incorporation Filing Forms

-New York Amendment of Articles of Incorporation

-New York Correction of Articles of Incorporation

-New York Corporation Kits

-New York LLC formation

-New Jersey LLC Formation

-New York Incorporations

-New Jersey Incorporations

-Delaware LLC formation

-Delaware Incorporations

-Limited Liability Law

-Business Corporate Law

-Partnership Law

-General Partnerships

-Limited Liability Partnerships

-Limited Partnerships

-Solo Proprietorships

-DBAs (Doing Business As)

-Business Registration

-Registered Agent Services

-Agents for Service of Process

-NY LLC Newspaper Publication

-New Jersey Business Registration

-NY Entity Biannual Report

-NJ Entity Biannual Report

-Delaware Franchise Tax Returns

-C Corps

-S Corps

-Partnership Tax Returns

-Disregarded Entities



-Non-Profit Entity Structures

-Corporate Governance

-Website Terms of Service Language

-Website Purchase Agreements

-Technology Law

-Start-up Law

-Corporate Law

-S Corporation Tax Election

-C Corporation Taxation

-Corporate Governance

-Document Review Services

-Information Law

-Information Governance

-Proxy Statement

-Proxy Battles

-Proxy Voting Trusts

-Initial Meeting

-Monthly Meeting

-Quarterly Meeting

-Annual Meeting

-Meeting Minutes

-Stock Certificates

-Membership Certificates

-Membership Interest Certifications

-Paper Meeting

-Meeting Agendas

-Live Meeting

-Corporate Disputes

-Partnership Disputes

-LLC Disputes

-General Counsel Service

-Small Business Attorneys

-Business Law

-Entertainment Law


-Employment Law

-Contract Law

-Blockchain Technologies and Digital Currencies

-Business Agreements

-Business Divorce

-Contract Negotiation

-Corporate Financing

-Data Privacy and Cybersecurity


-Intellectual Property Licenses and Assignments

-Internet Law

Legal Due Diligence

-Corporate Investigations

-Mergers and Acquisitions

-NFTs (Non-Fungible Tokens)

-Non-Profit Formation and Law

-Privacy policy & Terms and Conditions

-SaaS Agreements

-Secured Transactions

-Venture Capital

-Adult Entertainment Films

-Art Law

-Comedy Law

-Copyright Registration

-E Sports Law




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