Legal Question in Business Law in New York
certificate of incorporation
If a company was formed in New York under a charter which gave each shareholder unlimited rights to vote his or her shares, can those rights be limited solely by a shareholders' agreement where the charter was not amended to reflect the limiting provisions of the shareholders' agreement?
2 Answers from Attorneys
Re: certificate of incorporation
The shareholders can, by voluntarily entering into a written agreement, limit their voting rights which appear in the Certificate of Incorporattion.
Generally, this is called an Agreement Among Shareholders and is commonly found in small corporations (although not unknown to groups of shareholders in a publicly owned corporation) and is fully enforceable.
Re: certificate of incorporation
Without receiving or knowing any more information than what was posted, the answer is yes.
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