§ 5014. Reacquired shares. 1. Shares that have been issued and have been reacquired under subdivision one of section five thousand twelve shall, subject to other applicable provisions of this chapter, be sold or otherwise disposed of or, with the written approval of the superintendent, may be retained or may be cancelled by the board.

Terms Used In N.Y. Banking Law 5014

  • Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
  • board: means "board of directors". See N.Y. Banking Law 1001
  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • Corporation: means and includes all banks, trust companies, safe deposit companies, investment companies, mutual trust investment companies, and, to the extent not provided otherwise under any regulation of the superintendent of financial services promulgated pursuant to the provisions of section fourteen-e of this chapter, stock-form savings banks and stock-form savings and loan associations. See N.Y. Banking Law 1001
  • Organization certificate: includes (a) the original organization certificate or any other instrument filed or issued under any statute to form a corporation or foreign corporation, as amended, supplemented or restated by certificates of amendment, merger or consolidation or other certificates or instruments filed or issued under any statute; or (b) a special act or charter creating a corporation or foreign corporation, as amended, supplemented or restated by special acts or by certificates of amendment, merger or consolidation or other certificates or instruments filed or issued under any statute. See N.Y. Banking Law 1001
  • Treasury shares: means shares which have been issued, have been subsequently acquired, and are retained uncancelled by the corporation. See N.Y. Banking Law 1001

2. Shares that have been issued and thereafter converted shall be cancelled.

3. Shares that have been issued and have been reacquired under subdivision two of section five thousand twelve shall be cancelled.

4. Neither the retention of reacquired shares as treasury shares nor their subsequent distribution to stockholders or disposition for a consideration shall change the capital stock.

5. When reacquired shares other than converted shares are cancelled, the capital stock of the corporation shall be reduced by the amount of capital stock represented by such shares.

6. Within ninety days after any shares are cancelled under this section, (a) the corporation by action of the board shall file a certificate of amendment under section eight thousand five eliminating such shares from the number of authorized shares, except that if the organization certificate does not prohibit the reissue of such shares, such shares may with the written approval of the superintendent be restored to the status of authorized but unissued shares, and (b) unless stated in a certificate of amendment so filed, a certificate of the corporation shall be signed, verified and filed as provided in section one thousand three stating the number of shares of each class or series thereof so cancelled, the manner of reacquisition thereof and, if converted shares, the number of shares of each class or series thereof into which the same were converted, and such other information with respect thereto as the superintendent may require.

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