Title BSC, Business Corporation

§ 1529. Business corporation law applicable. Except for the provisions of sections thirteen hundred three, thirteen hundred four, thirteen hundred sixteen, thirteen hundred seventeen and thirteen hundred twenty, this chapter shall be applicable to a foreign professional service c…

§ 1530. Filing requirements. (a) A foreign professional service corporation may apply for authority to do business in this state. An application entitled "Application for Authority of .......... (name of corporation) under Section fifteen hundred thirty of the Business Corporatio…

§ 1531. Annual statement. Each foreign professional service corporation shall, at least once of each year on or before the date prescribed by the licensing authority, furnish a statement to the licensing authority listing the name and residence address of each shareholder, direct…

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

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

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

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

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

§ 1603. Contents of registration statement. (a) The registration statement required to be filed pursuant to subdivision (a) of section sixteen hundred two of this article shall include: 1. Copies of all prospectuses, brochures, advertisements, circulars, letters, or other matter …

§ 1604. Enforcement. (a) The attorney general may conduct such investigation as he deems necessary concerning any takeover bid for the purpose of determining compliance with the requirements of this article. As part of such investigation the attorney general may require persons t…

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

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

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

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

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

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

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

§ 1612. Requirements for certain takeover bids. If the takeover bid is not subject to the requirements of section 14(d) of the Securities Exchange Act of 1934, 15 U.S.C. § 78n(d), the following additional requirements shall apply to the takeover bid: (a) The takeover bid shall be…

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

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

§ 1702. Definitions. As used in this article, unless the context otherwise requires, the term: (a) "Benefit corporation" means a business corporation incorporated under this article and whose status as a benefit corporation has not been terminated as provided in this article. (b)…

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

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

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

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

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

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

§ 1709. Conspicuous language on the face of certificates. All certificates representing shares of a benefit corporation shall contain, in addition to any other statements required by the business corporation law, the following conspicuous language on the face of the certificate: …

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

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

§ 202. General powers. (a) Each corporation, subject to any limitations provided in this chapter or any other statute of this state or its certificate of incorporation, shall have power in furtherance of its corporate purposes: (1) To have perpetual duration. (2) To sue and be su…

§ 203. Defense of ultra vires. (a) No act of a corporation and no transfer of real or personal property to or by a corporation, otherwise lawful, shall be invalid by reason of the fact that the corporation was without capacity or power to do such act or to make or receive such tr…

§ 301. Corporate name; general. (a) Except as otherwise provided in this chapter, the name of a domestic or foreign corporation: (1) Shall contain the word "corporation", "incorporated" or "limited", or an abbreviation of one of such words; or, in the case of a foreign corporatio…

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

§ 303. Reservation of name. (a) A corporate name may be reserved by: (1) Any person intending to form a domestic corporation. (2) Any domestic corporation intending to change its name. (3) Any foreign corporation intending to apply for authority to do business in this state. (4) …

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

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

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

§ 306. Service of process. (a) Service of process on a registered agent may be made in the manner provided by law for the service of a summons, as if the registered agent was a defendant. (b) (1) * Service of process on the secretary of state as agent of a domestic or authorized …

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

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

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

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

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

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

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

§ 405-a. Institution for children; approval of certificate. Every certificate of incorporation which includes among its corporate purposes, the authority to care for children through the establishment or operation of an institution for destitute, delinquent, abandoned, neglected …

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

§ 408. Statement; filing. 1. Except as provided in paragraph eight of this section, each domestic corporation, and each foreign corporation authorized to do business in this state, shall, during the applicable filing period as determined by subdivision three of this section, file…

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