Title BSC, Business Corporation

§ 1001. Authorization of dissolution. (a) A corporation may be dissolved under this article. Such dissolution shall be authorized at a meeting of shareholders by (i) for corporations the certificate of incorporation of which expressly provides such or corporations incorporated af…

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

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

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

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

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

§ 1007. Notice to creditors; filing or barring claims. (a) At any time after dissolution, the corporation may give a notice requiring all creditors and claimants, including any with unliquidated or contingent claims and any with whom the corporation has unfulfilled contracts, to …

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

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

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

§ 102. Definitions. (a) As used in this chapter, unless the context otherwise requires, the term: (1) "Authorized person" means a person, whether or not a shareholder, officer or director, who is authorized to act on behalf of a corporation or foreign corporation. (2) "Bonds" inc…

§ 103. Application. (a) This chapter applies to every domestic corporation and to every foreign corporation which is authorized or does business in this state. This chapter also applies to any other domestic corporation or foreign corporation of any type or kind to the extent, if…

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

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

§ 105. Certificates; corrections. Any certificate or other instrument relating to a domestic or foreign corporation filed by the department of state under this chapter may be corrected with respect to any informality or error apparent on the face, incorrect statement or defect in…

§ 106. Certificates as evidence. (a) Any certificate or other instrument filed by the department of state relating to a domestic or foreign corporation and containing statements of fact required or permitted by law to be contained therein, shall be received in all courts, public …

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

§ 108. When notice or lapse of time unnecessary; notices dispensed with when delivery is prohibited. (a) Whenever, under this chapter or the certificate of incorporation or by-laws of any corporation or by the terms of any agreement or instrument, a corporation or the board or an…

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

§ 110. Reservation of power. The legislature reserves the right, at pleasure, to alter, amend, suspend or repeal in whole or in part this chapter, or any certificate of incorporation or any authority to do business in this state, of any domestic or foreign corporation, whether or…

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

§ 1102. Directors' petition for judicial dissolution. If a majority of the board adopts a resolution that finds that the assets of a corporation are not sufficient to discharge its liabilities or that a dissolution will be beneficial to the shareholders, it may present a petition…

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

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

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

§ 1105. Contents of petition for judicial dissolution. A petition for dissolution shall specify the section or sections of this article under which it is authorized and state the reasons why the corporation should be dissolved. It shall be verified by the petitioner or by one of …

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

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

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

§ 1109. Hearing and decision. At the time and place specified in the order to show cause, or at any other time and place to which the hearing is adjourned, the court or the referee shall hear the allegations and proofs of the parties and determine the facts. The decision of the c…

§ 111. Effect of invalidity of part of chapter; severability. If any provision of this chapter or application thereof to any person or circumstances is held invalid, such invalidity shall not affect other provisions or applications of this chapter which can be given effect withou…

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

§ 1111. Judgment or final order of dissolution. (a) In an action or special proceeding under this article if, in the court's discretion, it shall appear that the corporation should be dissolved, it shall make a judgment or final order dissolving the corporation. (b) In making its…

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

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

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

§ 1115. Injunction. (a) At any stage of an action or special proceeding under this article, the court may, in its discretion, grant an injunction, effective during the pendency of the action or special proceeding or such shorter period as it may specify in the injunction, for one…

§ 1116. Discontinuance of action or special proceeding. An action or special proceeding for the dissolution of a corporation may be discontinued at any stage when it is established that the cause for dissolution did not exist or no longer exists. In such event, the court shall di…

§ 1117. Applicability of other provisions. (a) Subject to the provisions of this article, the provisions of sections 1005 (Procedure after dissolution), 1006 (Corporate action and survival of remedies after dissolution), 1007 (Notice to creditors; filing or barring claims) and 10…

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

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

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

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

§ 1203. Temporary and permanent receiver. (a) At any stage before final judgment or final order in an action or special proceeding brought under this article, the court may appoint one or more receivers of the property of the corporation or of the property in this state of a fore…

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

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

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

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

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

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