N.Y. Laws » CHAPTER Business Corporation / ARTICLE Judicial Dissolution
New York Consolidated Laws

N.Y. Business Corporation Law § 1104 (2026)

Petition in case of deadlock among directors or shareholders

✓ text as retrieved May 2026 (this copy records no edition or section history)
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§ 1104. Petition in case of deadlock among directors or shareholders.
  (a)  Except as otherwise provided in the certificate of incorporation
under section 613 (Limitations on right to vote), the holders of shares
representing one-half of the votes of all outstanding shares of a
corporation entitled to vote in an election of directors may present a
petition for dissolution on one or more of the following grounds:
  (1) That the directors are so divided respecting the management of the
corporation's affairs that the votes required for action by the board
cannot be obtained.
  (2) That the shareholders are so divided that the votes required for
the election of directors cannot be obtained.
  (3) That there is internal dissension and two or more factions of
shareholders are so divided that dissolution would be beneficial to the
shareholders.
  (b) If the certificate of incorporation provides that the proportion
of votes required for action by the board, or the proportion of votes of
shareholders required for election of directors, shall be greater than
that otherwise required by this chapter, such a petition may be
presented by the holders of shares representing more than one-third of
the votes of all outstanding shares entitled to vote on non-judicial
dissolution under section 1001 (Authorization of dissolution).
  (c) Notwithstanding any provision in the certificate of incorporation,
any holder of shares entitled to vote at an election of directors of a
corporation, may present a petition for its dissolution on the ground
that the shareholders are so divided that they have failed, for a period
which includes at least two consecutive annual meeting dates, to elect
successors to directors whose terms have expired or would have expired
upon the election and qualification of their successors.
Notes of Decisions
Cited in 129 cases (7 in the last 5 years), 1985–2023 · leading case: In re the Dissolution of Pub. Relations Aids, Inc., 109 A.D.2d 502 (N.Y. App. Div. 1st Dep't 1985).
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In re the Dissolution of Pub. Relations Aids, Inc., 109 A.D.2d 502 (N.Y. App. Div. 1st Dep't 1985). · cites it 5× “(PRA), pursuant to Business Corporation Law §§ 1104 and 1104-a.”
Giordano v. Stark, 229 A.D.2d 493 (N.Y. App. Div. 2d Dep't 1996). · cites it 9× “—In a proceeding for the judicial dissolution of a corporation pursuant to Business Corporation Law § 1104, the petitioner appeals, as limited by his brief, from so much of an order of the Supreme Court, Suffolk County (Newmark, J.”
In re the Dissolution of 1545 Ocean Avenue, LLC, 72 A.D.3d 121 (N.Y. App. Div. 2d Dep't 2010). · cites it 2× “Such standard, however, is not to be confused with the standard for the judicial dissolution of corporations (see Business Corporation Law §§ 1104, 1104-a) or partnerships (see Partnership Law § 62; see Widewaters Herkimer Co.”
Rockland Bakery, Inc. v. B.M. Baking Co., 83 A.D.3d 1080 (N.Y. App. Div. 2d Dep't 2011). · cites it 2× “In a proceeding pursuant to Business Corporation Law § 1104 for the judicial dissolution of B.”
In re the Dissolution of Clever Innovations, Inc., 94 A.D.3d 1174 (N.Y. App. Div. 3d Dep't 2012). · cites it 5× “Instead, a month later, petitioner commenced a proceeding alleging a deadlock between shareholders and seeking dissolution *1175 of the company pursuant to Business Corporation Law § 1104. Petitioner also opened a new bank account for the company, funded it with $280,000 from…”
In re Kournianos, 175 A.D.2d 129 (N.Y. App. Div. 2d Dep't 1991). · cites it 5× “— In a proceeding pursuant to Business Corporation Law §§ 1104 and 1104-a for judicial dissolution of a close corporation, the corporation appeals from an order of the Supreme Court, Kings County (Hurowitz, J.”
In re Parveen, 259 A.D.2d 389 (N.Y. App. Div. 1st Dep't 1999). · cites it 6× “, rendered after a non-jury trial), entered February 6, 1998, granting petitioner’s application for judicial dissolution of the respondent corporation pursuant to Business Corporation Law § 1104 (a) (1) and (3), unanimously reversed, on the law, without costs, the application…”
In re Sternberg, 181 A.D.2d 897 (N.Y. App. Div. 2d Dep't 1992). · cites it 3× “, pursuant to Business Corporation Law § 1104, Arnold Osman, a 50% shareholder in Long Island Paneling Centers, Inc.”
Schindler v. Niche Media Holdings, LLC, 1 Misc. 3d 713 (N.Y. Sup. Ct. 2003). · cites it 2× “(See Business Corporation Law §§ 1104, 1104-a.”
Doniger v. Rye Psychiatric Hosp. Ctr., Inc., 122 A.D.2d 873 (N.Y. App. Div. 2d Dep't 1986). · cites it 3× “, pursuant to Business Corporation Law § 1104 (a), the petitioners appeal from a judgment of the Supreme Court, Westchester County (Beisheim, J.”
In re Dream Weaver Realty, Inc., 70 A.D.3d 941 (N.Y. App. Div. 2d Dep't 2010). · cites it 2× “In a proceeding pursuant to Business Corporation Law § 1104 for the judicial dissolution of a closely-held corporation, the appeal is from (1) an order of the Supreme Court, Westchester County (Rudolph, J.”
In re the Dissolution of Cristo Bros., 478 N.E.2d 176 (N.Y. 1985). · cites it 2× “The legislative history of Business Corporation Law § 1118 contains nothing to indicate why it accorded a buy-out privilege in any proceeding brought pursuant to section 1104-a but not with respect to a dissolution proceeding under Business Corporation Law § 1104. We agree with…”
Show all 129 citing cases →
N.Y. Business Corporation Law § 1104(a): 2 cases
Matter of Derderian v. Nissan Lift of N.Y., Inc., 192 A.D.3d 1021 (N.Y. App. Div. 2d Dep't 2021).
Matter of Levine v. Friedman & Levine, Inc., 202 A.D.3d 1085 (N.Y. App. Div. 2d Dep't 2022).
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