On March 20, 2020, New York’s Governor Cuomo released an executive order allowing for virtual-only shareholders meetings to prevent in-person meetings while the coronavirus (COVID-19) outbreak continues. Section 602(a) of the New York Business Corporation Law that applies to corporations formed in New York provides that meetings of shareholders may be held at such place as specified under the corporation’s by-laws or otherwise at its office. Further, the corporation is required to provide advance notice of such meetings, and the notice should include details about the meeting location. The order issued by the Governor suspends the requirement of having a meeting and giving notice for such a meeting. This suspension will last until April 19, 2020, although it is likely this time period will be extended.
Considering the recommendations issued by the Centers for Disease Control and Prevention (CDC) regarding in-person gatherings and the Governor’s move to ease corporation law requirements, businesses that are incorporated as corporations in New York should explore technologies for having virtual meetings. For those business corporations that are formed in Delaware, Section 211 of the Delaware General Corporation Law (DGCL) already provides for meetings held via telecommunication or electronic means.
Besides the above, those corporations that are formed in the state of New York should continue to comply with other provisions of New York Business Corporation Law. They are also required to continue meeting the terms of their by-laws and certificate of incorporation.
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This Legal Briefing is intended for general informational and educational purposes only and should not be considered legal advice or counsel. The substance of this Legal Briefing is not intended to cover all legal issues or developments regarding the matter. Please consult with an attorney to ascertain how these new developments may relate to you or your business. © 2020 Law Offices of Pullano & Farrow PLLC
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