How are shareholder’s votes conducted and counted in a closely held corporation?

Shareholders votes, within a class of shares, are counted based on the number of shares they have. Shareholders may vote in person or by proxy. N.Y. Business Corp. Law § 609.

In order to conduct a shareholder vote there must be quorum of shareholders at a duly called meeting of shareholders. Shareholders must be provided with notice of a meeting upon no less than ten days’ notice. N.Y. Business Corp. Law § 605. Such notice may be given by mail or electronically. Id.

A quorum is generally a meeting where the holders of a majority of shares to vote are present. However, the by-laws of a corporation can set a higher or lower number of shares to constitute a quorum. N.Y. Business Corp. Law § 603. The minimum number of shares that can constitute a quorum is one-third of the shares. Id.

Two or more shareholders may enter into a written agreement as to how they will vote their shares. N.Y. Business Corp. Law § 620. That voting agreement must be in writing signed by the parties to it. Id.

In lieu of a formal vote, shareholders may consent to corporate action by unanimous written consent. N.Y. Business Corp. Law § 615.

For more information about this article or other issues, please contact us, The Bachman Law Firm PLLC at or 845-639-3210.

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The Bachman Law Firm PLLC helps business clients with matters including lawsuits, collections, real estate, contracts, corporate issues, and trademarks and copyrights. With offices in New City, the firm serves clients in New York and New Jersey including those in Manhattan, Bronx, Queens, Brooklyn, and Rockland, Westchester, and Bergen.