N.Y. Laws » CHAPTER Business Corporation / ARTICLE Merger or Consolidation; Guarantee; Disposition of Assets; Share Exchanges
New York Consolidated Laws

N.Y. Business Corporation Law § 911 (2026)

Mortgage or pledge of, or security interest in, corporate property

✓ current as of May 2026
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§ 911. Mortgage or pledge of, or security interest in, corporate
         property.
  The board may authorize any mortgage or pledge of, or the creation of
a security interest in, all or any part of the corporate property, or
any interest therein, wherever situated. Unless the certificate of
incorporation provides otherwise, no vote or consent of shareholders
shall be required to approve such action by the board.
Notes of Decisions
Cited in 5 cases, 1991–2009 · leading case: Decana Inc. v. Contogouris, 55 A.D.3d 325 (N.Y. App. Div. 2008).
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Decana Inc. v. Contogouris, 55 A.D.3d 325 (N.Y. App. Div. 2008). “The president and sole director of plaintiff Decana was properly found to have actual authority to mortgage corporate property (see Business Corporation Law § 911; Odell v 704 Broadway Condominium, 284 AD2d 52, 56-57 [2001]).”
Bear Pond Trail, LLC v. Am. Tree Co., 61 A.D.3d 1195 (N.Y. App. Div. 2009). “While the record reflects that, shortly after the corporation was formed, David Stranahan dispensed with many corporate formalities, including, for example, holding annual shareholder meetings (see Business Corporation Law § 602), periodically electing members of the board of…”
Saleh v. Saleh, 239 A.D.2d 165 (N.Y. App. Div. 1997). “The permissive language of Business Corporation Law § 911 ("The board may authorize * * * the creation of a security interest in, all or any part of the corporate property, or any interest therein, wherever situated”) does not pose an absolute bar to the creation of security…”
Chiulli v. Reiter, 173 A.D.2d 672 (N.Y. App. Div. 1991). “Business Corporation Law § 911 states that the board of directors "may authorize any mortgage * * * of * * * all or any part of the corporate property, or any interest therein.”
Rols Capital Co. v. Panvaspan Realties, Inc., 157 Misc. 2d 449 (N.Y. Sup. Ct. 1993). “02, from which Business Corporation Law § 909 is derived.”
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