N.Y. Bus. Corp. Law § 515

§ 515. Reacquired shares.\n (a) Shares that have been issued and have been purchased, redeemed or\notherwise reacquired by a corporation shall be cancelled if they are\nreacquired out of stated capital, or if they are converted shares, or if\nthe certificate of incorporation requires that such shares be cancelled\nupon reacquisition.\n (b) Any shares reacquired by the corporation and not required to be\ncancelled may be either retained as treasury shares or cancelled by the\nboard at the time of reacquisition or at any time thereafter.\n (c) Neither the retention of reacquired shares as treasury shares, nor\ntheir subsequent distribution to shareholders or disposition for a\nconsideration shall change the stated capital. When treasury shares are\ndisposed of for a consideration, the surplus shall be increased by the\nfull amount of the consideration received.\n (d) Shares cancelled under this section are restored to the status of\nauthorized but unissued shares. However, if the certificate of\nincorporation prohibits the reissue of any shares required or permitted\nto be cancelled under this section, the board by certificate of\namendment under section 805 (Certificate of amendment; contents) shall\nreduce the number of authorized shares accordingly.\n