New York · statute · N.Y. Business Corporation Law · 269 active provisions
CHAPTER 855 AN ACT in relation to business corporations, constituting chapter four of the consolidated laws Became a law April 24, 1961, with the approval of the Governor. Passed, by a majority vote, three-fifths being present The People of the State of New York, represented in Senate and Assembly, do enact as follows:…
ARTICLE 1 SHORT TITLE; DEFINITIONS; APPLICATION; CERTIFICATES, MISCELLANEOUS Section 101. Short title. 102. Definitions. 103. Application. 104. Certificates; requirements, signing, filing, effectiveness. 104-A. Fees. 105. Certificates; corrections. 106. Certificates as evidence. 107. Corporate seal as evidence. 108. Wh…
§ 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" includes secured and unsecured bonds, deben…
§ 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 any, provided under this chapter or any…
§ 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 section 1304 (Application for authority; con…
§ 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 registered agent for service of process pursua…
§ 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 the execution thereof including the del…
§ 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 offices and official bodies as prima fac…
§ 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 any committee thereof is authorized to tak…
§ 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 unauthorized business; (2) To annul the corpora…
§ 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 not existing or authorized on the effec…
§ 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 without the invalid provision or application,…
§ 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 subparagraph so lettered or numbered in su…
ARTICLE 2 CORPORATE PURPOSES AND POWERS Section 201. Purposes. 202. General powers. 203. Defense of ultra vires.
§ 201. Purposes. (a) A corporation may be formed under this chapter for any lawful business purpose or purposes except to do in this state any business for which formation is permitted under any other statute of this state unless such statute permits formation under this chapter. If, immediately prior to the effective…
§ 202. General powers. (a) Each corporation, subject to any limitations provided in this chapter or any other statute of this state or its certificate of incorporation, shall have power in furtherance of its corporate purposes: (1) To have perpetual duration. (2) To sue and be sued in all courts and to participate in a…
§ 203. Defense of ultra vires. (a) No act of a corporation and no transfer of real or personal property to or by a corporation, otherwise lawful, shall be invalid by reason of the fact that the corporation was without capacity or power to do such act or to make or receive such transfer, but such lack of capacity or pow…
ARTICLE 3 CORPORATE NAME AND SERVICE OF PROCESS Section 301. Corporate name; general. 302. Corporate name; exceptions. 303. Reservation of name. 304. Statutory designation of secretary of state as agent for service of process. 304-a. Electronic service of process. 305. Registered agent for service of process. 306. Serv…
§ 301. Corporate name; general. (a) Except as otherwise provided in this chapter, the name of a domestic or foreign corporation: (1) Shall contain the word "corporation", "incorporated" or "limited", or an abbreviation of one of such words; or, in the case of a foreign corporation, it shall, for use in this state, add…
§ 302. Corporate name; exceptions. (a) Any reference to a corporation in this section except as otherwise provided herein shall include both domestic and foreign corporations. (b) The provisions of section 301 (Corporate name; general): (1) Shall not require any corporation, existing or authorized under any statute on…
§ 303. Reservation of name. (a) A corporate name may be reserved by: (1) Any person intending to form a domestic corporation. (2) Any domestic corporation intending to change its name. (3) Any foreign corporation intending to apply for authority to do business in this state. (4) Any authorized foreign corporation inten…
§ 304. Statutory designation of secretary of state as agent for service of process. (a) The secretary of state shall be the agent of every domestic corporation and every authorized foreign corporation upon whom process against the corporation may be served. (b) No domestic or foreign corporation may be formed or author…
§ 304-a. Electronic service of process. The secretary of state shall advise any corporation subject to the laws of this chapter in prominent written form as follows: (a) electronic service of process authorized by the provisions of this chapter is an optional program at no additional cost to the user; (b) any corporati…