Title BNK, Banking

§ 5005. Transferable rights to purchase shares; imposition of restrictions or conditions thereon. 1. Except as otherwise provided in this section or in the organization certificate, a corporation may create and issue, whether or not in connection with the issue and sale of any o…

§ 5006. Compensation for formation, reorganization and financing. The reasonable charges and expenses of formation or reorganization of a corporation, and the reasonable expenses of and compensation for the sale or underwriting of its shares may be paid or allowed by the corpora…

§ 5007. Certificates representing shares. 1. The shares of a corporation shall be represented by certificates or shall be uncertificated shares. Certificates shall be signed by the chairman or a vice-chairman of the board or the president or a vice-president and the secretary or…

§ 5008. Fractions of a share or scrip authorized. 1. a. A corporation may, but shall not be obliged to, issue fractions of a share either represented by a certificate or uncertificated, which may entitle the holder, in proportion to his or her fractional holdings, to exercise vo…

§ 5009. Dividends or other distributions in cash or property. Subject to sections one hundred ten, one hundred twelve and five hundred seventeen of this chapter, a corporation may declare and pay dividends or make other distributions in cash or property, including the shares or …

§ 501. Repeal of inconsistent acts. All acts and parts of acts inconsistent with this article are hereby repealed to the extent of such inconsistency.

§ 5010. Share distributions and changes. 1. A corporation may make pro rata distributions of its authorized but unissued shares to holders of any class or series of its outstanding shares, subject to the following conditions: (a) Such shares shall be issued at not less than the …

§ 5011. Redeemable shares. 1. A corporation may provide in its organization certificate for a class of common shares in relation to an incentive stock option plan pursuant to section one hundred forty-a of this chapter and for one or more classes or series of preferred shares wh…

§ 5012. Purchase or redemption by a corporation of its own shares. 1. A corporation may purchase its own shares, or pay stockholders entitled to receive payment for their shares, when permitted or required under any other provision of this chapter. 2. To effect retirement of its…

§ 5013. Agreements for purchase by a corporation of its own shares. 1. An agreement for the purchase by a corporation of its own shares shall be enforceable by the stockholder and the corporation to the extent such purchase is permitted at the time of purchase by section five th…

§ 5014. Reacquired shares. 1. Shares that have been issued and have been reacquired under subdivision one of section five thousand twelve shall, subject to other applicable provisions of this chapter, be sold or otherwise disposed of or, with the written approval of the superint…

§ 5015. Capital notes and debentures. No corporation shall issue capital notes or debentures except for money or other property, tangible or intangible, or labor or services actually received by or performed for the corporation or for its benefit or in its formation or reorganiz…

§ 5016. Convertible shares, capital notes and debentures. 1. When so provided in the organization certificate, and subject to the restrictions in subdivision four of this section, a bank, trust company, stock-form savings bank, or stock-form savings and loan association may issu…

§ 502. Severability. If any provision of this article or the application thereof to any person or circumstance is held invalid, such invalidity shall not affect the remainder of this article or the application of such provision to other persons or other circumstances.

§ 5050. Company finance. Notwithstanding the provisions of title five of this article, the allocation of profits and losses, and the distribution of cash or other assets of a limited liability investment company or limited liability trust company shall be in accordance with arti…

§ 507. Limited liability investment companies. 1. Investment companies which (a) do not accept or maintain credit balances or deposits in the United States, (b) do not engage in any business activity in the United States except as an incident to their international or foreign bu…

§ 508. General powers. In addition to the powers conferred by article fifteen of this chapter, an investment company may, subject to the restrictions and limitations contained in this article, have the following powers: 1. (a) To borrow and lend money, with or without real or pe…

§ 509. Restrictions on powers of investment companies. An investment company shall not: 1. Exercise within this state the powers conferred by subdivision two of section five hundred eight of this chapter, unless it shall have a paid-up capital stock of at least two million dolla…

§ 510. Restrictions as to entries in books. 1. No investment company shall by any system of accounting or any device of bookkeeping, directly or indirectly enter any of its assets upon its books in the name of any other individual, partnership, unincorporated association or corp…

§ 511. Change of location; change of designation of principal office. Any investment company may make a written application to the superintendent, such application to be accompanied by an investigation fee as prescribed pursuant to section eighteen-a of this chapter, for leave t…

§ 512. Communications from department of financial services must be submitted to directors and noted in minutes. Every official communication as defined in article two of this chapter directed to an investment company or to any officer thereof shall be submitted, by the officer …

§ 513. Reports to superintendent. On or before the first day of April in each year, every investment company shall make a written report to the superintendent of financial services which shall contain a statement of its condition on the morning of the first day of January in sai…

§ 514. Liability of investment company for assessments by superintendent. When the superintendent, pursuant to the powers conferred on him by article two of this chapter, shall have levied any assessment upon any investment company and shall have duly notified such investment co…

§ 515. Preservation of records of investment company. Every investment company shall preserve all its records of final entry, including cards used under the card system and deposit tickets, for a period of at least six years from the date of making the same or from the date of t…

§ 516. Restrictions on officers, directors and other employees. No officer, director, clerk or other employee of any investment company, and no person in any way interested or concerned in the management of its affairs, shall as individuals discount, or directly or indirectly, m…

§ 517. How net earnings credited for dividend purposes, credits to surplus fund and to undivided profits, dividends to stockholders. When the net earnings of an investment company having preferred shares issued and outstanding have been determined at the close of a dividend peri…

§ 518. Payment of claims by investment companies where adverse claim is asserted; effect of claims or advices originating in, and statutes, rules or regulations purporting to be in force in occupied territory. 1. Notice to any investment company of an adverse claim to a credit s…

§ 519. Acquisition of control of investment companies. 1. Subject to such regulations as the superintendent may prescribe, prior to the acquisition of control of an investment company by means of the acquisition of the capital stock or equity interests in such investment company…

§ 520. Savings clause. Nothing in this article contained shall be deemed to require the reincorporation of any corporation heretofore organized under the provisions of article seven of chapter three hundred and sixty-nine of the laws of nineteen hundred fourteen, entitled "An ac…

§ 550. Incorporation; organization certificate. When authorized by the superintendent as provided in article two of this chapter, five or more persons may form a corporation to be known as a mutual trust investment company. Such persons shall subscribe and acknowledge and submit…

§ 551. Investment powers. A mutual trust investment company may invest in such investments as the company may select in its discretion. The amount of stock of any corporation which may be held by any mutual trust investment company shall not exceed five per centum of the number …

§ 552. Accountability. A mutual trust investment company shall not be responsible for ascertaining the investment powers of any fiduciary who may purchase its stocks or shares and shall not be liable for accepting funds from a fiduciary in violation of the restrictions in any wi…

§ 553. Investment by fiduciaries in shares. Unless the instrument or the order, decree or judgment under which moneys are held in a fiduciary capacity prohibits such investment, an eligible fiduciary or fiduciaries may invest and reinvest moneys so held in shares of stock of one…

§ 554. Definitions. In this article, unless the context otherwise\nrequires:\n 1. "Authorized insurer" and "insurance contract" have the respective\nmeanings assigned to them by the insurance law.\n 2. "Bank" means a bank, trust company, private banker, savings bank,\nsavings an…

§ 555. License. 1. No person except a lending institution or an authorized insurer shall engage in the business of a premium finance agency without a license therefor obtained from the superintendent, as provided in this article. 2. Application for license required under this ar…

§ 555-a. Changes in control. 1. It shall be unlawful except with the prior approval of the superintendent for any action to be taken which results in a change of control of the business of a licensee. Prior to any change of control, the person desirous of acquiring control of th…

§ 556. Action by superintendent on application. 1. Within ninety days after the filing of an application for a license accompanied by payment of the fees for license and investigation, the superintendent shall issue the license, or the superintendent may refuse to issue the lice…

§ 557. License provisions and posting. Such license shall state the name and address of the licensee, and if the licensee be a co-partnership or association, the names of the members thereof, and if a corporation the date and place of its incorporation. Such license shall be kep…

§ 558. Change of location. Before any licensee changes any office of his to another location, he shall give written notice thereof to the superintendent, who shall without charge issue an endorsement indicating the change and the date thereof, which endorsement shall be attached…

§ 559. Grounds for revocation of license; procedure. 1. The superintendent may forthwith revoke or suspend any license issued hereunder if he shall find that: (a) The licensee has failed to pay the annual license fee or any sum of money lawfully demanded, or to comply with any d…

§ 560. Investigations and examinations. 1. The superintendent shall have the power to make such investigations as he shall deem necessary to determine whether any licensee or any other person has violated any of the provisions of this article, or whether any licensee has conduct…

§ 561. Regulations and rulings. The superintendent is hereby authorized and empowered to make such general rules and regulations, conduct hearings and make such specific rulings, orders, demands and findings as may be necessary for the proper conduct of the business authorized a…

§ 563. Violations and penalties. 1. Any person, including any member, officer, director or employee of a licensee, who violates or participates in the violation of any provision of this article, or who knowingly makes any incorrect statement of a material fact in any application…

§ 565. Licensee's books and records; reports. 1. The licensee shall keep and use in his business such books, accounts and records as will enable the superintendent to determine whether such licensee is complying with the provisions of this article and with the rules and regulati…

§ 566. Insurance agents and brokers; acquisition by premium finance agencies of premium finance agreements. 1. An insurance agent or broker may be licensed as a premium finance agency in accordance with this article. 2. Notwithstanding any contrary provisions of the personal pro…

§ 567. Form and content of premium finance agreements. 1. A premium finance agreement shall be in writing and dated on the date of its signature by the insured; the printed portion thereof shall be in at least eight point type. 2. It shall contain the entire agreement of the par…

§ 568. Limitation on service and other charges. 1. A premium finance agency shall not, except as otherwise provided by law, impose, take, receive from, reserve or charge an insured greater charges than are permitted by this article. 2. A premium finance agency, including an insu…

§ 569. Delinquency, collection and cancellation charges; attorney's fees. 1. A premium finance agreement may provide for the payment by the insured of a delinquency and collection charge on each instalment in default for a period of not less than five days in an amount of one do…

§ 570. Restrictions on premium finance agreements. 1. No premium finance agreement shall contain any provision by which: (a) In the absence of default of the insured, the premium finance agency holding the agreement may, arbitrarily and without reasonable cause, accelerate the m…

§ 571. Delivery of copy of premium finance agreement. Before the due date of the first instalment payable under a premium finance agreement, the insurance agent or broker or the premium finance agency holding the agreement shall deliver to the insured, or mail to him at his addr…