New York Consolidated Laws

N.Y. Business Corporation Law § 620 (2026)

Agreements as to voting; provision in certificate of incorporation as to control of directors

✓ current as of May 2026

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§ 620. Agreements as to voting; provision in certificate of
         incorporation as to control of directors.
  (a) An agreement between two or more shareholders, if in writing and
signed by the parties thereto, may provide that in exercising any voting
rights, the shares held by them shall be voted as therein provided, or
as they may agree, or as determined in accordance with a procedure
agreed upon by them.
  (b) A provision in the certificate of incorporation otherwise
prohibited by law because it improperly restricts the board in its
management of the business of the corporation, or improperly transfers
to one or more shareholders or to one or more persons or corporations to
be selected by him or them, all or any part of such management otherwise
within the authority of the board under this chapter, shall nevertheless
be valid:
  (1) If all the incorporators or holders of record of all outstanding
shares, whether or not having voting power, have authorized such
provision in the certificate of incorporation or an amendment thereof;
and
  (2) If, subsequent to the adoption of such provision, shares are
transferred or issued only to persons who had knowledge or notice
thereof or consented in writing to such provision.
  (c) A provision authorized by paragraph (b) shall be valid only so
long as no shares of the corporation are listed on a national securities
exchange or regularly quoted in an over-the-counter market by one or
more members of a national or affiliated securities association.
  (d) (1) Except as provided in paragraph (e), an amendment to strike
out a provision authorized by paragraph (b) shall be authorized at a
meeting of shareholders by (A) (i) for any corporation in existence on
the effective date of subparagraph (2) of this paragraph, two-thirds of
the votes of the shares entitled to vote thereon and (ii) for any
corporation in existence on the effective date of this clause the
certificate of incorporation of which expressly provides such and for
any corporation incorporated after the effective date of subparagraph
(2) of this paragraph, a majority of the votes of the shares entitled to
vote thereon or (B) in either case, by such greater proportion of votes
of shares as may be required by the certificate of incorporation for
that purpose.
  (2) Any corporation may adopt an amendment of the certificate of
incorporation in accordance with the applicable clause or subclause of
subparagraph (1) of this paragraph to provide that any further amendment
of the certificate of incorporation that strikes out a provision
authorized by paragraph (b) of this section shall be authorized at a
meeting of the shareholders by a specified proportion of votes of the
shares, or votes of a particular class or series of shares, entitled to
vote thereon, provided that such proportion may not be less than a
majority.
  (e) Alternatively, if a provision authorized by paragraph (b) shall
have ceased to be valid under this section, the board may authorize a
certificate of amendment under section 805 (Certificate of amendment;
contents) striking out such provision. Such certificate shall set forth
the event by reason of which the provision ceased to be valid.
  (f) The effect of any such provision authorized by paragraph (b) shall
be to relieve the directors and impose upon the shareholders authorizing
the same or consenting thereto the liability for managerial acts or
omissions that is imposed on directors by this chapter to the extent
that and so long as the discretion or powers of the board in its
management of corporate affairs is controlled by any such provision.
  (g) If the certificate of incorporation of any corporation contains a
provision authorized by paragraph (b), the existence of such provision
shall be noted conspicuously on the face or back of every certificate
for shares issued by such corporation.

Notes of Decisions

Cited in 11 cases (2 in the last 5 years), 1985–2023 · leading case: Ronnen v. Ajax Elec. Motor Corp., 671 N.E.2d 534 (NY 1996).

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Ronnen v. Ajax Elec. Motor Corp., 671 N.E.2d 534 (NY 1996). “The parties have not cited to any provision of the Ajax certificate of incorporation transferring corporate management decisions from the board of directors to the shareholders (see, Business Corporation Law § 620 [b]). Therefore, management of the business of Ajax was, by…”

Fehr Bros. v. Scheinman, 121 A.D.2d 13 (N.Y. App. Div. 1986). “) However, the fact that the debtor herein may now be required to act with more formality as a publicly issued corporation does not result in the creation of a new entity with a different identity. The identity of the corporation having survived these changes, it still remains…”

Bank of New York Co. v. Irving Bank Corp., 139 Misc. 2d 665 (N.Y. Sup. Ct. 1988). · cites it 2× “(Business Corporation Law § 620.) By statute any restriction on the power of the board of directors must be placed in the certificate of incorporation (Business Corporation Law § 620; Polchinski Co.”

Brenner v. Hart Sys. Inc., 114 A.D.2d 363 (N.Y. App. Div. 1985). “Brenner has satisfied this three-pronged test by establishing that (1) he has a strong likelihood of success on the merits because both Goldsmith and Kaufman signed the shareholder agreement of 1974 and such agreements are generally viable (see, Business Corporation Law § 620…”

People v. Art Steel Co., 133 Misc. 2d 1001 (N.Y. City Crim. Ct. 1986). · cites it 3× “While that decision dealt only with the Business Corporation Law § 620 the court’s analysis could be *1010 read equally applicable to Labor Law § 198-c.”

Roos v. Aloi, 41 U.C.C. Rep. Serv. (West) 971 (N.Y. Sup. Ct. 1985). “Also, McQuade was decided prior to the enactment of Business Corporation Law § 620 (a) which provides as follows: “(a) An agreement between two or more [stockholders] if in writing and signed by the parties thereto, may provide that in exercising any voting rights, the shares…”

Oliver 889 LLC v. 889 Realty Inc., 2023 NY Slip Op 00271 (N.Y. App. Div. 2023). “Under the Cooperative Corporations Law, Business Corporation Law § 609, which authorizes shareholder proxies, does not apply to cooperative corporations (Cooperative Corporations Law § 5[1][b]).”

Summer v. Ruckus 85 Corp., 2017 NY Slip Op 3907 (N.Y. App. Div. 2017). “It is undisputed that the December 16, 1998 amendments to the corporation’s bylaws and certificate of incorporation required a legend on the stock certificates concerning the lack of a board of directors and the supermajority requirements for a quorum and to transact corporate…”

Boschan v. Steinmetz (S.D.N.Y. 2020). “Law § 620 (b) Steinmetz next argues that his agreements with Boschan regarding salaries and commissions are void under New York Business Corporations Law § 620(b) because they would limit the authority of Shildan’s board of directors to make decisions regarding compensation.”

Burnham v. Romano, 187 A.D.2d 1002 (N.Y. App. Div. 1992). “Because there was no agreement in writing and signed by the parties to retain plaintiff as an officer of those corporations, plaintiff has no cause of action for his removal (see, Business Corporation Law § 620 [a]). Thus, we modify the order appealed from by granting summary…”

— N.Y. Business Corporation Law § 620(a) — 2 cases

— N.Y. Business Corporation Law § 620(b) — 1 case

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