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N.Y. Business Corporation Law § 1210 Order of payment by receiver
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§ 1210. Order of payment by receiver. (a) Laborers' wages shall be preferred claims and entitled to payment before any other creditors out of the assets of the corporation in excess of valid prior liens or encumbrances. (b) The receiver shall subject to any prior liens or encumbr…
N.Y. Business Corporation Law § 1211 Final distribution by receiver
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§ 1211. Final distribution by receiver. (a) If there remains property of the corporation after the first distribution, the receiver shall, within one year thereafter, make a final distribution among the creditors entitled thereto. Notice that such distribution will be the final d…
N.Y. Business Corporation Law § 1212 Disposition of moneys retained; surplus; unclaimed distributions
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§ 1212. Disposition of moneys retained; surplus; unclaimed distributions. (a) When any action pending at the time of the final distribution shall be terminated, the receiver shall apply the moneys retained by him to the payment of the amount recovered, and his necessary charges a…
N.Y. Business Corporation Law § 1213 Omission or default of receiver
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§ 1213. Omission or default of receiver. Upon notice to the attorney-general and upon such notice to creditors or others interested as the court shall direct, the court may, in the furtherance of justice, relieve a receiver from any omission or default, on such conditions as may …
N.Y. Business Corporation Law § 1214 Application by attorney-general for removal of receiver and to close receivership
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§ 1214. Application by attorney-general for removal of receiver and to close receivership. (a) Whenever he deems it to be to the advantage of the shareholders, creditors or other persons interested in the assets of any corporation for which a receiver has been appointed, the atto…
N.Y. Business Corporation Law § 1215 Resignation by receiver; filling any vacancy
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§ 1215. Resignation by receiver; filling any vacancy. (a) A receiver may petition the court appointing him for an order to show cause why he should not be permitted to resign. (b) The petition shall be accompanied by a verified account of all the assets of the corporation receive…
N.Y. Business Corporation Law § 1216 Final accounting; notice; duty of attorney-general
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§ 1216. Final accounting; notice; duty of attorney-general. (a) Within one year after qualifying, the receiver shall apply to the court for a final settlement of his accounts and for an order for distribution, or, upon notice to the attorney-general, for an extension of time, set…
N.Y. Business Corporation Law § 1217 Commissions
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§ 1217. Commissions. (a) A receiver shall be entitled, in addition to his necessary expenses, to such commissions upon the sums received and disbursed as may be allowed by the court, as follows: (1) On the first twenty thousand dollars, not exceeding five percent; (2) On the next…
N.Y. Business Corporation Law § 1218 Special provisions relating to actions or special proceedings against foreign corporations
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§ 1218. Special provisions relating to actions or special proceedings against foreign corporations. (a) In any action or special proceeding brought against a foreign corporation under this article, the following provisions shall apply: (1) Service of the summons in such action ma…
N.Y. Business Corporation Law § 1301 Authorization of foreign corporations
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§ 1301. Authorization of foreign corporations. (a) A foreign corporation shall not do business in this state until it has been authorized to do so as provided in this article. A foreign corporation may be authorized to do in this state any business which may be done lawfully in t…
N.Y. Business Corporation Law § 1302 Application to existing authorized foreign corporations
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§ 1302. Application to existing authorized foreign corporations. Every foreign corporation which on the effective date of this chapter is authorized to do business in this state under a certificate of authority heretofore issued to it by the secretary of state shall continue to h…
N.Y. Business Corporation Law § 1303 Violations
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§ 1303. Violations. The attorney-general may bring an action to restrain a foreign corporation from doing in this state without authority any business for the doing of which it is required to be authorized in this state, or from doing in this state any business not set forth in i…
N.Y. Business Corporation Law § 1304 Application for authority; contents
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§ 1304. Application for authority; contents. (a) A foreign corporation may apply for authority to do business in this state. An application, entitled "Application for authority of ...... (name of corporation) under section 1304 of the Business Corporation Law", shall be signed an…
N.Y. Business Corporation Law § 1305 Application for authority; effect
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§ 1305. Application for authority; effect. Upon filing by the department of state of the application for authority the foreign corporation shall be authorized to do in this state any business set forth in the application. Such authority shall continue so long as it retains its au…
N.Y. Business Corporation Law § 1306 Powers of authorized foreign corporations
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§ 1306. Powers of authorized foreign corporations. An authorized foreign corporation shall have such powers as are permitted by the laws of the jurisdiction of its incorporation but no greater powers than those of a domestic corporation formed for the business set forth in the ap…
N.Y. Business Corporation Law § 1307 Tenure of real property
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§ 1307. Tenure of real property. A foreign corporation may acquire and hold real property in this state in furtherance of its corporate purposes and may convey the same by deed or otherwise in the same manner as a domestic corporation.
N.Y. Business Corporation Law § 1308 Amendments or changes
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§ 1308. Amendments or changes. (a) An authorized foreign corporation may amend or change its application for authority from time to time in any and as many of the following respects as may be desired if the amendments contain only such provisions as might be lawfully contained in…
N.Y. Business Corporation Law § 1309 Certificate of amendment; contents, effect
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§ 1309. Certificate of amendment; contents, effect. (a) To accomplish such amendment a certificate, entitled "Certificate of amendment of application for authority of ......(name of corporation) under section 1309 of the Business Corporation Law", shall be signed and delivered to…
N.Y. Business Corporation Law § 1309-A Certificate of change; contents
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§ 1309-A. Certificate of change; contents. (a) In lieu of a certificate of amendment, an authorized foreign corporation, upon compliance with this section, may make any or all of the following changes in its application for authority: (1) To change the location of its office in t…
N.Y. Business Corporation Law § 1310 Surrender of authority
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§ 1310. Surrender of authority. (a) An authorized foreign corporation may surrender its authority. A certificate, entitled "Certificate of surrender of authority of ........ (name of corporation) under section 1310 of the Business Corporation Law", shall be signed and delivered t…
N.Y. Business Corporation Law § 1311 Termination of existence
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§ 1311. Termination of existence. When an authorized foreign corporation is dissolved or its authority or existence is otherwise terminated or cancelled in the jurisdiction of its incorporation or when such foreign corporation is merged into or consolidated with another foreign c…
N.Y. Business Corporation Law § 1312 Actions or special proceedings by unauthorized foreign corporations
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§ 1312. Actions or special proceedings by unauthorized foreign corporations. (a) A foreign corporation doing business in this state without authority shall not maintain any action or special proceeding in this state unless and until such corporation has been authorized to do busi…
N.Y. Business Corporation Law § 1313 Actions or special proceedings by foreign corporations
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§ 1313. Actions or special proceedings by foreign corporations. An action or special proceeding may be maintained by a foreign corporation, in like manner and subject to the same limitations, as an action or special proceeding brought by a domestic corporation, except as otherwis…
N.Y. Business Corporation Law § 1314 Actions or special proceedings against foreign corporations
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§ 1314. Actions or special proceedings against foreign corporations. (a) An action or special proceeding against a foreign corporation may be maintained by a resident of this state or by a domestic corporation of any type or kind for any cause of action. (b) Except as otherwise p…
N.Y. Business Corporation Law § 1315 Record of shareholders
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§ 1315. Record of shareholders. (a) Any resident of this state who shall have been a shareholder of record of a foreign corporation doing business in this state upon at least five days' written demand may require such foreign corporation to produce a record of its shareholders se…
N.Y. Business Corporation Law § 1316 Voting trust records
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§ 1316. Voting trust records. (a) A voting trustee, appointed under a voting trust agreement to vote the shares of a foreign corporation doing business in this state, who either has an office in this state or has designated a transfer agent within this state, shall produce for ex…
N.Y. Business Corporation Law § 1317 Liabilities of directors and officers of foreign corporations
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§ 1317. Liabilities of directors and officers of foreign corporations. (a) Except as otherwise provided in this chapter, the directors and officers of a foreign corporation doing business in this state are subject, to the same extent as directors and officers of a domestic corpor…
N.Y. Business Corporation Law § 1318 Liability of foreign corporations for failure to disclose required information
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§ 1318. Liability of foreign corporations for failure to disclose required information. A foreign corporation doing business in this state shall, in the same manner as a domestic corporation, disclose to its shareholders of record who are residents of this state the information r…
N.Y. Business Corporation Law § 1319 Applicability of other provisions
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§ 1319. Applicability of other provisions. (a) In addition to articles 1 (Short title; definitions; application; certificates; miscellaneous) and 3 (Corporate name and service of process) and the other sections of article 13 (foreign corporations), the following provisions, to th…
N.Y. Business Corporation Law § 1320 Exemption from certain provisions
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§ 1320. Exemption from certain provisions. (a) Notwithstanding any other provision of this chapter, a foreign corporation doing business in this state which is authorized under this article, its directors, officers and shareholders, shall be exempt from the provisions of paragrap…
N.Y. Business Corporation Law § 1501 Definitions
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§ 1501. Definitions. As used in this article, unless the context otherwise requires, the term: (a) "licensing authority" means the regents of the university of the state of New York or the state education department, as the case may be, in the case of all professions licensed und…
N.Y. Business Corporation Law § 1502 Corporations organized under other provisions of law
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§ 1502. Corporations organized under other provisions of law. The provisions of this article shall not apply to corporations heretofore or hereafter duly organized under any other provision of law.
N.Y. Business Corporation Law § 1503 Organization
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§ 1503. Organization. (a) Notwithstanding any other provision of law, one or more individuals duly authorized by law to render the same professional service within the state may organize, or cause to be organized, a professional service corporation for pecuniary profit under this…
N.Y. Business Corporation Law § 1504 Rendering of professional service
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§ 1504. Rendering of professional service. (a) No professional service corporation, including a design professional service corporation, may render professional services except through individuals authorized by law to render such professional services as individuals. (b) Each fin…
N.Y. Business Corporation Law § 1505 Professional relationships and liabilities
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§ 1505. Professional relationships and liabilities. (a) (i) Each shareholder, employee or agent of a professional service corporation and a design professional service corporation shall be personally and fully liable and accountable for any negligent or wrongful act or misconduct…
N.Y. Business Corporation Law § 1506 Purposes of incorporation
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§ 1506. Purposes of incorporation. No professional service corporation or design professional service corporation shall engage in any business other than the rendering of the professional services for which it was incorporated; provided that such corporation may invest its funds …
N.Y. Business Corporation Law § 1507 Issuance of shares
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§ 1507. Issuance of shares. (a) A professional service corporation may issue shares only to individuals who are authorized by law to practice in this state a profession which such corporation is authorized to practice and who are or have been engaged in the practice of such profe…
N.Y. Business Corporation Law § 1508 Directors and officers
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§ 1508. Directors and officers. (a) No individual may be a director or officer of a professional service corporation unless he is authorized by law to practice in this state a profession which such corporation is authorized to practice and is either a shareholder of such corporat…
N.Y. Business Corporation Law § 1509 Disqualification of shareholders, directors, officers and employees
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§ 1509. Disqualification of shareholders, directors, officers and employees. If any shareholder, director, officer or employee of a professional service corporation, including a design professional service corporation, who has been rendering professional service to the public bec…
N.Y. Business Corporation Law § 1510 Death or disqualification of shareholders
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§ 1510. Death or disqualification of shareholders. (a) A professional service corporation, including a design professional service corporation, shall purchase or redeem the shares of a shareholder in case of his death or disqualification pursuant to the provisions of section 1509…
N.Y. Business Corporation Law § 1511 Transfer of shares
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§ 1511. Transfer of shares. (a) No shareholder of a professional service corporation, including a design professional service corporation, may sell or transfer his or her shares in such corporation except to another individual who is eligible to have shares issued to him or her b…
N.Y. Business Corporation Law § 1512 Corporate name
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§ 1512. Corporate name. (a) Notwithstanding any other provision of law, the name of a professional service corporation, including a design professional service corporation, may contain any word which, at the time of incorporation, could be used in the name of a partnership practi…
N.Y. Business Corporation Law § 1513 Business corporation law applicable
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§ 1513. Business corporation law applicable. This chapter, except article 13 and article 15-A, shall be applicable to a professional service corporation, including a design professional service corporation, except to the extent that the provisions thereof conflict with this artic…
N.Y. Business Corporation Law § 1514 Triennial statement
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§ 1514. Triennial statement. (a) Each professional service corporation shall, at least once every three years 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, di…
N.Y. Business Corporation Law § 1515 Regulation of professions
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§ 1515. Regulation of professions. This article shall not repeal, modify or restrict any provision of the education law or the judiciary law regulating the professions referred to therein except to the extent in conflict herewith.
N.Y. Business Corporation Law § 1516 Corporate mergers, consolidations and other reorganizations
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§ 1516. Corporate mergers, consolidations and other reorganizations. (a) Notwithstanding any inconsistent provision of this article, and subject to the limitations in paragraph (d) of this section, a professional service corporation, including a design professional service corpor…
N.Y. Business Corporation Law § 1525 Definitions
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§ 1525. Definitions. As used in this article, unless the context otherwise requires, the term: (a) "Licensing authority" means the regents of the university of the state of New York or the state education department, as the case may be, in the case of all professions licensed und…
N.Y. Business Corporation Law § 1526 Rendering of professional service
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§ 1526. Rendering of professional service. (a) No foreign professional service corporation may render professional services in this state except through individuals authorized by law to render such professional services as individuals in this state. (b) Each final plan, drawing a…
N.Y. Business Corporation Law § 1527 Professional relationships and liabilities
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§ 1527. Professional relationships and liabilities. (a) Each shareholder, employee or agent of a foreign professional service corporation who performs professional services in this state on behalf of the corporation shall be personally and fully liable and accountable for any neg…
N.Y. Business Corporation Law § 1528 Foreign professional service corporation
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§ 1528. Foreign professional service corporation. No foreign professional service corporation shall engage in any business in this state other than the rendering of the professional services for which it is incorporated and is authorized to do business in this state; provided tha…