N.Y. Laws » CHAPTER Business Corporation / ARTICLE Directors and Officers
New York Consolidated Laws

N.Y. Business Corporation Law § 701 (2026)

Board of directors

✓ current as of May 2026
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§ 701. Board of directors.
  Subject to any provision in the certificate of incorporation
authorized by paragraph (b) of section 620 (Agreements as to voting;
provision in certificate of incorporation as to control of directors) or
by paragraph (b) of section 715 (Officers), the business of a
corporation shall be managed under the direction of its board of
directors, each of whom shall be at least eighteen years of age. The
certificate of incorporation or the by-laws may prescribe other
qualifications for directors.
Notes of Decisions
Cited in 19 cases, 1984–2017 · leading case: Tekni-Plex, Inc. v. Meyner & Landis, 674 N.E.2d 663 (NY 1996).
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Tekni-Plex, Inc. v. Meyner & Landis, 674 N.E.2d 663 (NY 1996). “Appellants (Tang and M&L) argue that the purchase of old Tekni-Plex by Acquisition did not transfer the corporation’s attorney-client relationship to the newly formed entity. According to appellants, the transaction effected nothing more than a transfer of assets, with old…”
Hellman v. Hellman, 19 Misc. 3d 695 (N.Y. Sup. Ct. 2008). · cites it 5× “Maynards’ Bylaws Business Corporation Law § 701 provides that “the business of a corporation shall be managed under the direction of its board of directors.”
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…”
Matter of Leadingage N.Y., Inc. v. Shah, 2017 NY Slip Op 5136 (N.Y. App. Div. 2017). “In general, the Legislature has made it clear that the management of for-profit corporations, not-for-profit corporations and limited liability companies remains vested in the governing body of the organization (see Business Corporation Law §§ 701, 702; N-PCL 701, 702; Limited…”
Torvec, Inc. v. CXO on the Go of Delaware, LLC, 38 A.D.3d 1175 (N.Y. App. Div. 2007). “Supreme Court, inter alia, denied plaintiffs’ motion and cross motion and granted defendants’ cross motion, and plaintiffs appeal. We conclude that the court properly denied plaintiffs’ motion for summary judgment but erred in granting defendants’ cross motion for partial…”
L. W. Kent & Co. v. Wolf, 143 A.D.2d 813 (N.Y. App. Div. 1988). “It has consistently been held that the statutory mandate which provides that the business of a corporation shall be managed by its board of directors (Business Corporation Law § 701) cannot be circumvented (Sterling Indus.”
Exec. Leasing Co. v. Leder, 191 A.D.2d 199 (N.Y. App. Div. 1993). “Leder answered, interposed counterclaims against Executive Leasing and commenced a third-party action against Bateman asserting claims for, inter *200 alia, contribution and unjust enrichment to recover a portion of the amounts Leder paid on the Citibank judgment.”
Stone v. Frederick, 245 A.D.2d 742 (N.Y. App. Div. 1997). “Fundamentally, unless other provision is made in the certificate of incorporation (which does not appear to be the case here), the business of a corporation is to be managed by its board of directors (Business Corporation Law § 701). By authorizing two shareholders constituting…”
Bank of New York Co. v. Irving Bank Corp., 139 Misc. 2d 665 (N.Y. Sup. Ct. 1988). “) A duly elected board is empowered to manage the business of the corporation (Business Corporation Law § 701) by vote of a majority present, if a quorum is present at the time of the vote (Business Corporation Law § 708).”
Meichsner v. Valentine Gardens Coop., Inc., 137 A.D.2d 797 (N.Y. App. Div. 1988). “The waiver of option fee was applied in a evenly proportioned fashion and thus does not violate the mandate of Business Corporation Law § 501 (c) that each share of stock be equal to every other share in the class (see, Fe Bland v Two Trees Mgt.”
TJI Realty, Inc. v. Harris, 250 A.D.2d 596 (N.Y. App. Div. 1998). “Pursuant to TJI’s by-laws and as a general rule, the business of the corporation is to be managed by its board of directors (see, Business Corporation Law § 701; Matter of Paloma Frocks [Shamekin Sportswear Corp.”
McIntyre v. Royal Summit Owners, Inc., 126 Misc. 2d 930 (N.Y. App. Term. 1984). “It is defendant’s contention that the imposition of the flip tax was within the discretionary authority of the board to manage the business of the corporation, as set forth in applicable provisions of its bylaws and the Business Corporation Law § 701. Article V, § 6 of the…”
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