Title BSC, Business Corporation

§ 1001. Authorization of dissolution.\n (a) A corporation may be dissolved under this article. Such\ndissolution shall be authorized at a meeting of shareholders by (i) for\ncorporations the certificate of incorporation of which expressly\nprovides such or corporations incorporat…

§ 1002. Dissolution under provision in certificate of incorporation.\n (a) The certificate of incorporation may contain a provision that any\nshareholder, or the holders of any specified number or proportion of\nshares or votes of shares, or of any specified number or proportion …

§ 1003. Certificate of dissolution; contents.\n (a) A certificate of dissolution, entitled "Certificate of dissolution\nof ......... (name of corporation) under section 1003 of the Business\nCorporation Law", shall be signed and delivered to the department of\nstate. It shall set…

§ 1004. Certificate of dissolution; filing.\n (a) The department shall not file such certificate unless the consent\nof the state department of taxation and finance to the dissolution is\nattached thereto. Upon such filing, the corporation is dissolved.\n (b) Notwithstanding para…

§ 1005. Procedure after dissolution.\n (a) After dissolution:\n (1) The corporation shall carry on no business except for the purpose\nof winding up its affairs.\n (2) The corporation shall proceed to wind up its affairs, with power\nto fulfill or discharge its contracts, collect…

§ 1006. Corporate action and survival of remedies after dissolution.\n (a) A dissolved corporation, its directors, officers and shareholders\nmay continue to function for the purpose of winding up the affairs of\nthe corporation in the same manner as if the dissolution had not ta…

§ 1007. Notice to creditors; filing or barring claims.\n (a) At any time after dissolution, the corporation may give a notice\nrequiring all creditors and claimants, including any with unliquidated\nor contingent claims and any with whom the corporation has unfulfilled\ncontracts…

§ 1008. Jurisdiction of supreme court to supervise dissolution and\n liquidation.\n (a) At any time after the filing of a certificate of dissolution under\nthis article the supreme court in the judicial district where the office\nof the corporation was located at the date of its …

§ 1009. Applicability to dissolution under other provisions.\n The provisions of sections 1005 (Procedure after dissolution), 1006\n(Corporate action and survival of remedies after dissolution), 1007\n(Notice to creditors; filing or barring claims) and 1008 (Jurisdiction\nof supr…

§ 101. Short title.\n This chapter shall be known as the "Business Corporation Law".\n

§ 102. Definitions.\n (a) As used in this chapter, unless the context otherwise requires,\nthe term:\n (1) "Authorized person" means a person, whether or not a shareholder,\nofficer or director, who is authorized to act on behalf of a corporation\nor foreign corporation.\n (2) "B…

§ 103. Application.\n (a) This chapter applies to every domestic corporation and to every\nforeign corporation which is authorized or does business in this state.\nThis chapter also applies to any other domestic corporation or foreign\ncorporation of any type or kind to the exten…

§ 104. Certificates; requirements, signing, filing, effectiveness.\n (a) Every certificate or other instrument relating to a domestic or\nforeign corporation which is delivered to the department of state for\nfiling under this chapter, other than a certificate of existence under\…

§ 104-A. Fees.\n Except as otherwise provided, the department of state shall collect\nthe following fees pursuant to this chapter:\n (a) For the reservation of a corporate name pursuant to section three\nhundred three of this chapter, twenty dollars.\n (b) For the resignation of …

§ 105. Certificates; corrections.\n Any certificate or other instrument relating to a domestic or foreign\ncorporation filed by the department of state under this chapter may be\ncorrected with respect to any informality or error apparent on the face,\nincorrect statement or defe…

§ 106. Certificates as evidence.\n (a) Any certificate or other instrument filed by the department of\nstate relating to a domestic or foreign corporation and containing\nstatements of fact required or permitted by law to be contained therein,\nshall be received in all courts, pu…

§ 107. Corporate seal as evidence.\n The presence of the corporate seal on a written instrument purporting\nto be executed by authority of a domestic or foreign corporation shall\nbe prima facie evidence that the instrument was so executed.\n

§ 108. When notice or lapse of time unnecessary; notices dispensed with\n when delivery is prohibited.\n (a) Whenever, under this chapter or the certificate of incorporation\nor by-laws of any corporation or by the terms of any agreement or\ninstrument, a corporation or the board…

§ 109. Actions or special proceedings by attorney-general.\n (a) The attorney-general may maintain an action or special proceeding:\n (1) To annul the corporate existence or dissolve a corporation that\nhas acted beyond its capacity or power or to restrain it from the doing\nof u…

§ 110. Reservation of power.\n The legislature reserves the right, at pleasure, to alter, amend,\nsuspend or repeal in whole or in part this chapter, or any certificate\nof incorporation or any authority to do business in this state, of any\ndomestic or foreign corporation, wheth…

§ 1101. Attorney-general's action for judicial dissolution.\n (a) The attorney-general may bring an action for the dissolution of a\ncorporation upon one or more of the following grounds:\n (1) That the corporation procured its formation through fraudulent\nmisrepresentation or c…

§ 1102. Directors' petition for judicial dissolution.\n If a majority of the board adopts a resolution that finds that the\nassets of a corporation are not sufficient to discharge its liabilities\nor that a dissolution will be beneficial to the shareholders, it may\npresent a pet…

§ 1103. Shareholders' petition for judicial dissolution.\n (a) If the shareholders of a corporation adopt a resolution stating\nthat they find that its assets are not sufficient to discharge its\nliabilities, or that they deem a dissolution to be beneficial to the\nshareholders, …

§ 1104. Petition in case of deadlock among directors or shareholders.\n (a) Except as otherwise provided in the certificate of incorporation\nunder section 613 (Limitations on right to vote), the holders of shares\nrepresenting one-half of the votes of all outstanding shares of a…

§ 1104-a. Petition for judicial dissolution under special circumstances.\n (a) The holders of shares representing twenty percent or more of the\nvotes of all outstanding shares of a corporation, other than a\ncorporation registered as an investment company under an act of congres…

§ 1105. Contents of petition for judicial dissolution.\n A petition for dissolution shall specify the section or sections of\nthis article under which it is authorized and state the reasons why the\ncorporation should be dissolved. It shall be verified by the petitioner\nor by on…

§ 1106. Order to show cause; issuance; publication, service, filing.\n (a) Upon the presentation of such a petition, the court shall make an\norder requiring the corporation and all persons interested in the\ncorporation to show cause before it, or before a referee designated in\…

§ 1107. Amending papers.\n At any stage, before final order, the court may grant an order\namending the petition or any other paper filed in the action or special\nproceeding, with like effect as though originally filed as amended, or\notherwise as the court may direct.\n

§ 1108. Referee.\n If a referee was not designated in the order to show cause, the court,\nin its discretion, may appoint a referee when or after the order is\nreturnable. The court may at any time appoint a successor referee.\n

§ 1109. Hearing and decision.\n At the time and place specified in the order to show cause, or at any\nother time and place to which the hearing is adjourned, the court or the\nreferee shall hear the allegations and proofs of the parties and\ndetermine the facts. The decision of …

§ 111. Effect of invalidity of part of chapter; severability.\n If any provision of this chapter or application thereof to any person\nor circumstances is held invalid, such invalidity shall not affect other\nprovisions or applications of this chapter which can be given effect\nw…

§ 1110. Application for final order.\n When the hearing is before a referee, a motion for a final order must\nbe made to the court upon notice to each party to the action or special\nproceeding who has appeared therein. The notice of motion may be served\nas prescribed for the se…

§ 1111. Judgment or final order of dissolution.\n (a) In an action or special proceeding under this article if, in the\ncourt's discretion, it shall appear that the corporation should be\ndissolved, it shall make a judgment or final order dissolving the\ncorporation.\n (b) In mak…

§ 1112. Venue.\n An action or special proceeding under this article shall be brought in\nthe supreme court in the judicial district in which the office of the\ncorporation is located at the time of the service on the corporation of\na summons in such action or of the presentation…

§ 1113. Preservation of assets; appointment of receiver.\n At any stage of an action or special proceeding under this article,\nthe court may, in its discretion, make all such orders as it may deem\nproper in connection with preserving the property and carrying on the\nbusiness o…

§ 1114. Certain sales, transfers, security interests and judgments void.\n A sale, mortgage, conveyance or other transfer of, or the creation of\na security interest in, any property of a corporation made, without\nprior approval of the court, after service upon the corporation o…

§ 1115. Injunction.\n (a) At any stage of an action or special proceeding under this\narticle, the court may, in its discretion, grant an injunction,\neffective during the pendency of the action or special proceeding or\nsuch shorter period as it may specify in the injunction, fo…

§ 1116. Discontinuance of action or special proceeding.\n An action or special proceeding for the dissolution of a corporation\nmay be discontinued at any stage when it is established that the cause\nfor dissolution did not exist or no longer exists. In such event, the\ncourt sha…

§ 1117. Applicability of other provisions.\n (a) Subject to the provisions of this article, the provisions of\nsections 1005 (Procedure after dissolution), 1006 (Corporate action and\nsurvival of remedies after dissolution), 1007 (Notice to creditors;\nfiling or barring claims) a…

§ 1118. Purchase of petitioner's shares; valuation.\n (a) In any proceeding brought pursuant to section eleven hundred\nfour-a of this chapter, any other shareholder or shareholders or the\ncorporation may, at any time within ninety days after the filing of such\npetition or at s…

§ 112. References.\n Unless otherwise stated, all references in this chapter to articles or\nsections refer to the articles or sections of this chapter, and all\nreferences in any section of this chapter to a lettered or numbered\nparagraph or subparagraph refer to the paragraph …

§ 1201. Action by judgment creditor for sequestration.\n Where final judgment for a sum of money has been rendered against a\ncorporation, and an execution issued thereupon to the sheriff of the\ncounty where the corporation does its general business, or where its\noffice is loca…

§ 1202. Appointment of receiver of property of a domestic or foreign\n corporation.\n (a) A receiver of the property of a corporation can be appointed only\nby the court, and in one of the following cases:\n (1) An action or special proceeding brought under article 10\n(Non-judic…

§ 1203. Temporary and permanent receiver.\n (a) At any stage before final judgment or final order in an action or\nspecial proceeding brought under this article, the court may appoint one\nor more receivers of the property of the corporation or of the property\nin this state of a…

§ 1204. Oath and security.\n (a) A receiver, before entering upon his duties, shall:\n (1) Take and subscribe an oath that he will faithfully, honestly and\nimpartially discharge the trust committed to him, and the oath shall be\nfiled with the clerk of the court in which the act…

§ 1205. Designation of depositories by court.\n All orders appointing a receiver of a corporation shall designate\ntherein one or more places of deposit, wherein all funds of the\ncorporation not needed for immediate disbursement shall be deposited and\nno other deposits and no i…

§ 1206. Powers of permanent receiver.\n (a) A permanent receiver, upon qualifying under section 1204 (Oath and\nsecurity), shall be vested with title to all the property of the\ncorporation wherever situated or of the property in this state of a\nforeign corporation against which…

§ 1207. Duties of receiver upon appointment.\n (a) Upon appointment and qualification, a receiver shall have the\nfollowing duties:\n (1) To give immediate notice of his appointment by publication once a\nweek for two successive weeks in two newspapers of general circulation\nin …

§ 1208. Penalty for concealing property from receiver.\n Any persons having possession of property belonging to the\ncorporation, who shall wrongfully withhold such property from the\nreceiver after the day specified in the notice given under section 1207\n(Duties of receiver upo…

§ 1209. Recovery of assets.\n (a) Whenever a receiver, by verified petition to the supreme court at\na special term held in the judicial district in which he was appointed\nshall show that he has good reason to believe that any person has in his\npossession or under his control, …