Summary
holding that "limitations on the right to vote" not set forth in the certificate of incorporation are ineffective
Summary of this case from Benjamin v. CarusonaOpinion
November 17, 1997
Ordered that the order is reversed, on the law, with costs, and the matter is remitted to the Supreme Court, Kings County, for further proceedings in accordance herewith.
Since limitations on the right to vote were not mentioned in the certificate of incorporation, each of the shareholders had an equal voting share in Topiclear Beauty Products, Inc., and Ultraclear Beauty Products, Inc. ( see, Business Corporation Law § 612 [a]). However, since the record is insufficient to make a determination as to whether the defendant Simon Mamane sold his shares to Societe Internationale de Cosmetiques, a French corporation, or to the plaintiff Jacob Aini, we remit the matter to the Supreme Court for a hearing and, upon completion, a new determination of the plaintiffs' cross motion.
O'Brien, J.P., Thompson, Sullivan and McGinity, JJ., concur.