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A man typing on a laptopGovernor Cuomo has temporarily amended sections of the Business Corporation Law to help businesses incorporated in New York continue to function efficiently during this time when individuals are practicing social distancing and working from home.

On March 18, the Governor signed Executive Order No. 202.5 which temporarily amends subdivision (b) of section 708 of the Business Corporation Law to allow corporations to take action with the electronic consent of the members of the board. To be effective, such consent (1) must be submitted via electronic mail (email), and (2) the transmission must be accompanied by information that establishes that the transmission was sent by a board member. The language of the executive order mirrors the language of sections 605 and 708 of the Not-for-Profit Corporation Law, which has permitted member and director action, respectively, by electronic means since 2014. Executive Order No. 202.5 is in effect until April 17, 2020.

Then on March 20, the Governor signed Executive Order No. 202.8 which temporarily amends subsection (a) of section 602 and subsections (a) and (b) of section 605 of the Business Corporation Law, so that corporate meetings are not required to be noticed and held at a physical location. This further assists corporations in practicing social distancing by allowing them to temporarily hold virtual-only meetings. Executive Order No. 202.8 is in effect until April 20, 2020.

Attorneys in our Corporate Department at Lacy Katzen LLP are continuing to monitor the Governor’s executive orders and guidance related to the coronavirus in order to provide our business clients with the most up-to-date information. Please give us a call at 585-454-5650 if you have any questions.

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