Title BSC, Business Corporation

§ 1210. Order of payment by receiver.\n (a) Laborers' wages shall be preferred claims and entitled to payment\nbefore any other creditors out of the assets of the corporation in\nexcess of valid prior liens or encumbrances.\n (b) The receiver shall subject to any prior liens or e…

§ 1211. Final distribution by receiver.\n (a) If there remains property of the corporation after the first\ndistribution, the receiver shall, within one year thereafter, make a\nfinal distribution among the creditors entitled thereto. Notice that\nsuch distribution will be the fi…

§ 1212. Disposition of moneys retained; surplus; unclaimed\n distributions.\n (a) When any action pending at the time of the final distribution\nshall be terminated, the receiver shall apply the moneys retained by him\nto the payment of the amount recovered, and his necessary cha…

§ 1213. Omission or default of receiver.\n Upon notice to the attorney-general and upon such notice to creditors\nor others interested as the court shall direct, the court may, in the\nfurtherance of justice, relieve a receiver from any omission or default,\non such conditions as…

§ 1214. Application by attorney-general for removal of receiver and to\n close receivership.\n (a) Whenever he deems it to be to the advantage of the shareholders,\ncreditors or other persons interested in the assets of any corporation\nfor which a receiver has been appointed, th…

§ 1215. Resignation by receiver; filling any vacancy.\n (a) A receiver may petition the court appointing him for an order to\nshow cause why he should not be permitted to resign.\n (b) The petition shall be accompanied by a verified account of all the\nassets of the corporation r…

§ 1216. Final accounting; notice; duty of attorney-general.\n (a) Within one year after qualifying, the receiver shall apply to the\ncourt for a final settlement of his accounts and for an order for\ndistribution, or, upon notice to the attorney-general, for an extension\nof time…

§ 1217. Commissions.\n (a) A receiver shall be entitled, in addition to his necessary\nexpenses, to such commissions upon the sums received and disbursed as\nmay be allowed by the court, as follows:\n (1) On the first twenty thousand dollars, not exceeding five percent;\n (2) On …

§ 1218. Special provisions relating to actions or special proceedings\n against foreign corporations.\n (a) In any action or special proceeding brought against a foreign\ncorporation under this article, the following provisions shall apply:\n (1) Service of the summons in such ac…

§ 1301. Authorization of foreign corporations.\n (a) A foreign corporation shall not do business in this state until it\nhas been authorized to do so as provided in this article. A foreign\ncorporation may be authorized to do in this state any business which may\nbe done lawfully…

§ 1302. Application to existing authorized foreign corporations.\n Every foreign corporation which on the effective date of this chapter\nis authorized to do business in this state under a certificate of\nauthority heretofore issued to it by the secretary of state shall\ncontinue…

§ 1303. Violations.\n The attorney-general may bring an action to restrain a foreign\ncorporation from doing in this state without authority any business for\nthe doing of which it is required to be authorized in this state, or\nfrom doing in this state any business not set forth…

§ 1304. Application for authority; contents.\n (a) A foreign corporation may apply for authority to do business in\nthis state. An application, entitled "Application for authority of\n...... (name of corporation) under section 1304 of the Business\nCorporation Law", shall be sign…

§ 1305. Application for authority; effect.\n Upon filing by the department of state of the application for\nauthority the foreign corporation shall be authorized to do in this\nstate any business set forth in the application. Such authority shall\ncontinue so long as it retains i…

§ 1306. Powers of authorized foreign corporations.\n An authorized foreign corporation shall have such powers as are\npermitted by the laws of the jurisdiction of its incorporation but no\ngreater powers than those of a domestic corporation formed for the\nbusiness set forth in t…

§ 1307. Tenure of real property.\n A foreign corporation may acquire and hold real property in this state\nin furtherance of its corporate purposes and may convey the same by deed\nor otherwise in the same manner as a domestic corporation.\n

§ 1308. Amendments or changes.\n (a) An authorized foreign corporation may amend or change its\napplication for authority from time to time in any and as many of the\nfollowing respects as may be desired if the amendments contain only such\nprovisions as might be lawfully contain…

§ 1309. Certificate of amendment; contents, effect.\n (a) To accomplish such amendment a certificate, entitled "Certificate\nof amendment of application for authority of ......(name of corporation)\nunder section 1309 of the Business Corporation Law", shall be signed and\ndeliver…

§ 1309-A. Certificate of change; contents.\n (a) In lieu of a certificate of amendment, an authorized foreign\ncorporation, upon compliance with this section, may make any or all of\nthe following changes in its application for authority:\n (1) To change the location of its offic…

§ 1310. Surrender of authority.\n (a) An authorized foreign corporation may surrender its authority. A\ncertificate, entitled "Certificate of surrender of authority of ........\n(name of corporation) under section 1310 of the Business Corporation\nLaw", shall be signed and delive…

§ 1311. Termination of existence.\n When an authorized foreign corporation is dissolved or its authority\nor existence is otherwise terminated or cancelled in the jurisdiction of\nits incorporation or when such foreign corporation is merged into or\nconsolidated with another fore…

§ 1312. Actions or special proceedings by unauthorized foreign\n corporations.\n (a) A foreign corporation doing business in this state without\nauthority shall not maintain any action or special proceeding in this\nstate unless and until such corporation has been authorized to d…

§ 1313. Actions or special proceedings by foreign corporations.\n An action or special proceeding may be maintained by a foreign\ncorporation, in like manner and subject to the same limitations, as an\naction or special proceeding brought by a domestic corporation, except\nas oth…

§ 1314. Actions or special proceedings against foreign corporations.\n (a) An action or special proceeding against a foreign corporation may\nbe maintained by a resident of this state or by a domestic corporation\nof any type or kind for any cause of action.\n (b) Except as other…

§ 1315. Record of shareholders.\n (a) Any resident of this state who shall have been a shareholder of\nrecord of a foreign corporation doing business in this state upon at\nleast five days' written demand may require such foreign corporation to\nproduce a record of its shareholde…

§ 1316. Voting trust records.\n (a) A voting trustee, appointed under a voting trust agreement to vote\nthe shares of a foreign corporation doing business in this state, who\neither has an office in this state or has designated a transfer agent\nwithin this state, shall produce f…

§ 1317. Liabilities of directors and officers of foreign corporations.\n (a) Except as otherwise provided in this chapter, the directors and\nofficers of a foreign corporation doing business in this state are\nsubject, to the same extent as directors and officers of a domestic\nc…

§ 1318. Liability of foreign corporations for failure to disclose\n required information.\n A foreign corporation doing business in this state shall, in the same\nmanner as a domestic corporation, disclose to its shareholders of record\nwho are residents of this state the informa…

§ 1319. Applicability of other provisions.\n (a) In addition to articles 1 (Short title; definitions; application;\ncertificates; miscellaneous) and 3 (Corporate name and service of\nprocess) and the other sections of article 13 (foreign corporations),\nthe following provisions, …

§ 1320. Exemption from certain provisions.\n (a) Notwithstanding any other provision of this chapter, a foreign\ncorporation doing business in this state which is authorized under this\narticle, its directors, officers and shareholders, shall be exempt from\nthe provisions of par…

§ 1501. Definitions.\n As used in this article, unless the context otherwise requires, the\nterm: (a) "licensing authority" means the regents of the university of\nthe state of New York or the state education department, as the case may\nbe, in the case of all professions license…

§ 1502. Corporations organized under other provisions of law.\n The provisions of this article shall not apply to corporations\nheretofore or hereafter duly organized under any other provision of law.\n

§ 1503. Organization.\n (a) Notwithstanding any other provision of law, one or more\nindividuals duly authorized by law to render the same professional\nservice within the state may organize, or cause to be organized, a\nprofessional service corporation for pecuniary profit under…

§ 1504. Rendering of professional service.\n (a) No professional service corporation, including a design\nprofessional service corporation, may render professional services\nexcept through individuals authorized by law to render such professional\nservices as individuals.\n (b) E…

§ 1505. Professional relationships and liabilities.\n (a) (i) Each shareholder, employee or agent of a professional service\ncorporation and a design professional service corporation shall be\npersonally and fully liable and accountable for any negligent or\nwrongful act or misco…

§ 1506. Purposes of incorporation.\n No professional service corporation or design professional service\ncorporation shall engage in any business other than the rendering of the\nprofessional services for which it was incorporated; provided that such\ncorporation may invest its f…

§ 1507. Issuance of shares.\n (a) A professional service corporation may issue shares only to\nindividuals who are authorized by law to practice in this state a\nprofession which such corporation is authorized to practice and who are\nor have been engaged in the practice of such …

§ 1508. Directors and officers.\n (a) No individual may be a director or officer of a professional\nservice corporation unless he is authorized by law to practice in this\nstate a profession which such corporation is authorized to practice and\nis either a shareholder of such cor…

§ 1509. Disqualification of shareholders, directors, officers and\n employees.\n If any shareholder, director, officer or employee of a professional\nservice corporation, including a design professional service\ncorporation, who has been rendering professional service to the publ…

§ 1510. Death or disqualification of shareholders.\n (a) A professional service corporation, including a design\nprofessional service corporation, shall purchase or redeem the shares of\na shareholder in case of his death or disqualification pursuant to the\nprovisions of section…

§ 1511. Transfer of shares.\n (a) No shareholder of a professional service corporation, including a\ndesign professional service corporation, may sell or transfer his or her\nshares in such corporation except to another individual who is eligible\nto have shares issued to him or …

§ 1512. Corporate name.\n (a) Notwithstanding any other provision of law, the name of a\nprofessional service corporation, including a design professional\nservice corporation, may contain any word which, at the time of\nincorporation, could be used in the name of a partnership p…

§ 1513. Business corporation law applicable.\n This chapter, except article 13 and article 15-A, shall be applicable\nto a professional service corporation, including a design professional\nservice corporation, except to the extent that the provisions thereof\nconflict with this …

§ 1514. Triennial statement.\n (a) Each professional service corporation shall, at least once every\nthree years 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 shareholde…

§ 1515. Regulation of professions.\n This article shall not repeal, modify or restrict any provision of the\neducation law or the judiciary law regulating the professions referred\nto therein except to the extent in conflict herewith.\n

§ 1516. Corporate mergers, consolidations and other reorganizations.\n (a) Notwithstanding any inconsistent provision of this article, and\nsubject to the limitations in paragraph (d) of this section, a\nprofessional service corporation, including a design professional\nservice c…

§ 1525. Definitions.\n As used in this article, unless the context otherwise requires, the\nterm:\n (a) "Licensing authority" means the regents of the university of the\nstate of New York or the state education department, as the case may be,\nin the case of all professions licen…

§ 1526. Rendering of professional service.\n (a) No foreign professional service corporation may render\nprofessional services in this state except through individuals\nauthorized by law to render such professional services as individuals in\nthis state.\n (b) Each final plan, dr…

§ 1527. Professional relationships and liabilities.\n (a) Each shareholder, employee or agent of a foreign professional\nservice corporation who performs professional services in this state on\nbehalf of the corporation shall be personally and fully liable and\naccountable for an…

§ 1528. Foreign professional service corporation.\n No foreign professional service corporation shall engage in any\nbusiness in this state other than the rendering of the professional\nservices for which it is incorporated and is authorized to do business\nin this state; provide…