Title BSC, Business Corporation

§ 1529. Business corporation law applicable.\n Except for the provisions of sections thirteen hundred three, thirteen\nhundred four, thirteen hundred sixteen, thirteen hundred seventeen and\nthirteen hundred twenty, this chapter shall be applicable to a foreign\nprofessional serv…

§ 1530. Filing requirements.\n (a) A foreign professional service corporation may apply for authority\nto do business in this state. An application entitled "Application for\nAuthority of .......... (name of corporation) under Section fifteen\nhundred thirty of the Business Corpo…

§ 1531. Annual statement.\n Each foreign professional service corporation shall, at least once of\neach year on or before the date prescribed by the licensing authority,\nfurnish a statement to the licensing authority listing the name and\nresidence address of each shareholder, d…

§ 1532. Regulation of professions.\n (a) This article shall not repeal, modify or restrict any provision of\nthe education law or the judiciary law or any rules or regulations\nadopted thereunder regulating the professions referred to therein except\nto the extent in conflict her…

§ 1533. Licensing of individuals.\n No officer, director, shareholder or employee of a foreign\nprofessional service corporation shall practice his or her profession in\nthis state unless such individual is duly licensed to practice such\nprofession in this state.\n

§ 1600. Short title.\n This article shall be known as the security takeover disclosure act.\n

§ 1601. Definitions.\n As used in this article, the following terms shall have the following\nmeanings:\n (a) "Takeover bid" means the acquisition of or offer to acquire by an\nofferor from an offeree, pursuant to a tender offer or request or\ninvitation for tenders, any equity s…

§ 1602. Disclosure requirement.\n (a) No offeror shall make a takeover bid unless as soon as practicable\non the date of commencement of the takeover bid he files with the\nattorney general at his New York city office and delivers to the target\ncompany at its principal executive…

§ 1603. Contents of registration statement.\n (a) The registration statement required to be filed pursuant to\nsubdivision (a) of section sixteen hundred two of this article shall\ninclude:\n 1. Copies of all prospectuses, brochures, advertisements, circulars,\nletters, or other …

§ 1604. Enforcement.\n (a) The attorney general may conduct such investigation as he deems\nnecessary concerning any takeover bid for the purpose of determining\ncompliance with the requirements of this article. As part of such\ninvestigation the attorney general may require pers…

§ 1605. Violations; penalties.\n (a) Every person who willfully violates any provision of this article\nshall be guilty of a class E felony; every person who willfully violates\nany order, rule or regulation issued pursuant thereto, shall be guilty\nof a class A misdemeanor.\n (b…

§ 1606. Administration.\n (a) This article shall be administered by the attorney general and\nemployees designated by him within the department of law. The attorney\ngeneral is hereby empowered to promulgate, alter, amend or revoke rules\nand regulations necessary to carry out th…

§ 1607. Prosecutions and immunity.\n (a) The attorney general may prosecute every person charged with the\ncommission of a criminal offense arising from the violation of any\nprovision of this article. In all such proceedings, the attorney general\nmay appear in person or by his …

§ 1608. Designation of secretary of state for service.\n (a) Every nonresident offeror, whether or not such offeror has filed a\nregistration statement, except a foreign corporation which has appointed\nand keeps a resident agent in this state, shall be deemed to have\nappointed …

§ 1609. Fraudulent, deceptive or manipulative practices.\n (a) No person shall make any untrue statement of a material fact or\nomit to state any material fact necessary in order to make the\nstatements made, in the light of the circumstances under which they are\nmade, not misle…

§ 1610. Exclusions.\n This article shall not apply when:\n (a) The offeror or the target company is a public utility or a public\nutility holding company as defined in section two of the "Public Utility\nHolding Company Act of 1935," (49 Stat.803, 15 U.S.C. 79), as amended,\nand …

§ 1611. Validity; saving clause.\n In the event any provision or application of this article shall be\nheld illegal or invalid for any reason, such holding shall not affect\nthe legality or validity of any other provision or application thereof.\n

§ 1612. Requirements for certain takeover bids.\n If the takeover bid is not subject to the requirements of section\n14(d) of the Securities Exchange Act of 1934, 15 U.S.C. § 78n(d), the\nfollowing additional requirements shall apply to the takeover bid:\n (a) The takeover bid sh…

§ 1613. Private right of action.\n Any offeree whose equity securities are the subject of a takeover bid\nand who has been injured by any violation of this article may bring an\naction in his or her own name to enjoin such unlawful act or practice\nand to recover actual damages t…

§ 1701. Application and effect of article.\n (a) This article shall be applicable to all benefit corporations.\n (b) The existence of a provision of this article shall not of itself\ncreate any implication that a contrary or different rule of law is or\nwould be applicable to a b…

§ 1702. Definitions.\n As used in this article, unless the context otherwise requires, the\nterm:\n (a) "Benefit corporation" means a business corporation incorporated\nunder this article and whose status as a benefit corporation has not\nbeen terminated as provided in this artic…

§ 1703. Formation of benefit corporations.\n A benefit corporation shall be formed in accordance with this chapter\nexcept that its certificate of incorporation shall also state that it is\na benefit corporation.\n

§ 1704. Election of an existing business corporation to become a benefit\ncorporation.\n (a) A business corporation may become a benefit corporation under this\narticle by amending its certificate of incorporation so that it contains\na statement that the corporation is a benefit…

§ 1705. Termination of benefit corporation status.\n (a) A benefit corporation may terminate its status as such and cease\nto be subject to this article by amending its certificate of\nincorporation to delete the statement that the corporation is a benefit\ncorporation. The amend…

§ 1706. Corporate purposes.\n (a) Every benefit corporation shall have a purpose of creating general\npublic benefit. This purpose is in addition to its purposes under\nsection two hundred one of this chapter and any specific purpose set\nforth in its certificate of incorporation…

§ 1707. Standard of conduct for directors and officers.\n (a) In discharging the duties of their respective positions, the board\nof directors, committees of the board and individual directors and\nofficers of a benefit corporation:\n (1) shall consider the effects of any action …

§ 1708. Annual benefit report.\n (a) A benefit corporation must deliver to each shareholder an annual\nbenefit report including:\n (1) a narrative description of:\n (A) the process and rationale for selecting the third party standard\nused to prepare the benefit report;\n (B) the…

§ 1709. Conspicuous language on the face of certificates.\n All certificates representing shares of a benefit corporation shall\ncontain, in addition to any other statements required by the business\ncorporation law, the following conspicuous language on the face of the\ncertific…

§ 2001. Effective date.\n This act shall take effect September first, nineteen hundred\nsixty-three.\n

§ 201. Purposes.\n (a) A corporation may be formed under this chapter for any lawful\nbusiness purpose or purposes except to do in this state any business for\nwhich formation is permitted under any other statute of this state\nunless such statute permits formation under this cha…

§ 202. General powers.\n (a) Each corporation, subject to any limitations provided in this\nchapter or any other statute of this state or its certificate of\nincorporation, shall have power in furtherance of its corporate\npurposes:\n (1) To have perpetual duration.\n (2) To sue …

§ 203. Defense of ultra vires.\n (a) No act of a corporation and no transfer of real or personal\nproperty to or by a corporation, otherwise lawful, shall be invalid by\nreason of the fact that the corporation was without capacity or power to\ndo such act or to make or receive su…

§ 301. Corporate name; general.\n (a) Except as otherwise provided in this chapter, the name of a\ndomestic or foreign corporation:\n (1) Shall contain the word "corporation", "incorporated" or "limited",\nor an abbreviation of one of such words; or, in the case of a foreign\ncor…

§ 302. Corporate name; exceptions.\n (a) Any reference to a corporation in this section except as otherwise\nprovided herein shall include both domestic and foreign corporations.\n (b) The provisions of section 301 (Corporate name; general):\n (1) Shall not require any corporatio…

§ 303. Reservation of name.\n (a) A corporate name may be reserved by:\n (1) Any person intending to form a domestic corporation.\n (2) Any domestic corporation intending to change its name.\n (3) Any foreign corporation intending to apply for authority to do\nbusiness in this st…

§ 304. Statutory designation of secretary of state as agent for service\n of process.\n (a) The secretary of state shall be the agent of every domestic\ncorporation and every authorized foreign corporation upon whom process\nagainst the corporation may be served.\n (b) No domesti…

§ 304-a. Electronic service of process.\n The secretary of state shall advise any corporation subject to the\nlaws of this chapter in prominent written form as follows: (a)\nelectronic service of process authorized by the provisions of this\nchapter is an optional program at no a…

§ 305. Registered agent for service of process.\n (a) In addition to such designation of the secretary of state, every\ndomestic corporation or authorized foreign corporation may designate a\nregistered agent in this state upon whom process against such\ncorporation may be served…

§ 306. Service of process.\n (a) Service of process on a registered agent may be made in the manner\nprovided by law for the service of a summons, as if the registered agent\nwas a defendant.\n (b) (1) * Service of process on the secretary of state as agent of a\ndomestic or auth…

§ 306-A. Resignation for receipt of process.\n (a) The party (or his/her legal representative) whose post office\naddress has been supplied by a domestic corporation or authorized\nforeign corporation as its address for process may resign. A certificate\nentitled "Certificate of …

§ 307. Service of process on unauthorized foreign corporation.\n (a) In any case in which a non-domiciliary would be subject to the\npersonal or other jurisdiction of the courts of this state under article\nthree of the civil practice law and rules, a foreign corporation not\naut…

§ 308. Records and certificates of department of state.\n The department of state shall keep a record of each process served\nupon the secretary of state under this chapter, including the date of\nservice. It shall, upon request made within ten years of such service,\nissue a cer…

§ 401. Incorporators.\n One or more natural persons of the age of eighteen years or over may\nact as incorporators of a corporation to be formed under this chapter.\n

§ 402. Certificate of incorporation; contents.\n (a) A certificate, entitled "Certificate of incorporation of ......\n(name of corporation) under section 402 of the Business Corporation\nLaw", shall be signed by each incorporator, with his name and address\nincluded in such certi…

§ 403. Certificate of incorporation; effect.\n Upon the filing of the certificate of incorporation by the department\nof state, the corporate existence shall begin, and such certificate\nshall be conclusive evidence that all conditions precedent have been\nfulfilled and that the …

§ 404. Organization meeting.\n (a) After the corporate existence has begun, an organization meeting\nof the incorporator or incorporators shall be held within or without\nthis state, for the purpose of adopting by-laws, electing directors to\nhold office until the first annual me…

§ 405-a. Institution for children; approval of certificate.\n Every certificate of incorporation which includes among its corporate\npurposes, the authority to care for children through the establishment\nor operation of an institution for destitute, delinquent, abandoned,\nnegle…

§ 406. Filing of a certificate of incorporation; facility for alcoholism\n or alcohol abuse, substance abuse, substance dependence, or\n chemical abuse or dependence.\n Every certificate of incorporation which includes among its corporate\npurposes the establishment or operation …

§ 408. Statement; filing.\n 1. Except as provided in paragraph eight of this section, each\ndomestic corporation, and each foreign corporation authorized to do\nbusiness in this state, shall, during the applicable filing period as\ndetermined by subdivision three of this section,…

§ 409. Penalty for failure to file; cure.\n 1. Each corporation which has failed to file its statement within the\ntime required by this chapter after thirty days shall be shown to be\npast due on the records of the department of state.\n 2. Each corporation which has failed to f…