New York · statute · N.Y. Not-for-Profit Corporation Law · 284 active provisions
CHAPTER 1066 AN ACT in relation to not-for-profit corporations, constituting chapter thirty-five of the consolidated laws, and repealing the membership corporations law Became a law May 26, 1969, with the approval of the Governor. Passed by a majority vote, three-fifths being present The People of the State of New York…
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 "Not-for-Profit Corporation Law" and may be cited as "N-PCL".
§ 102. Definitions. (a) As used in this chapter, unless the context otherwise requires, the term: (1) "Bonds" includes secured and unsecured bonds, debentures, and notes. (2) "By-laws" means the code or codes of rules adopted for the regulation or management of the affairs of the corporation irrespective of the name or…
§ 103. Application. (a) Except as otherwise provided in this section, this chapter applies to every domestic corporation as herein defined, and to every foreign corporation as herein defined which is authorized to conduct or which conducts any activities in this state. This chapter also applies to any other domestic co…
§ 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: (b) For the reservation of a corporate name pursuant to section three hundred three of this chapter, ten dollars. (c) For the resignation of a registered agent for service of process pursuant…
§ 105. Certificates; corrections. (a) Corrections prior to filing by department of state. Any certificate or other instrument relating to a domestic or foreign corporation submitted to the department of state under this chapter may be corrected with respect to any typographical, or similar non-material error apparent o…
§ 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. 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…
§ 110. 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,…
§ 111. 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…
§ 112. 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 carrying on unauthorized activities; (2) To annul the corpor…
§ 114. Visitation of supreme court. Charitable corporations, whether formed under general or special laws, with their books and vouchers, shall be subject to the visitation and inspection of a justice of the supreme court, or of any person appointed by the court for that purpose. If it appears by the verified petition…
§ 115. Power to solicit contributions for charitable purposes. (a) No corporation required to obtain approval or provide notice of formation pursuant to section 404 (Approvals, notices and consents) of this chapter may solicit contributions for any purpose requiring such approval or notice unless and until such corpora…
ARTICLE 2 CORPORATE PURPOSES AND POWERS Section 201. Purposes. 202. General and special powers. 203. Defense of ultra vires. 204. Limitation on activities. 205. Conveyance of real property to members for dwelling houses.
§ 201. Purposes. (a) A corporation, as defined in paragraph (a) of § 102 (Definitions), may be formed under this chapter as a charitable corporation or a non-charitable corporation unless it may be formed under any other corporate law of this state, in which event it may not be formed under this chapter unless such oth…
§ 202. General and special 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 part…
§ 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, if duly approved or authorized by a judge, court or administrative department or agency as required, be invalid by reason of the fact that the corporation was without…
§ 204. Limitation on activities. Notwithstanding any other provision of this chapter or any other general law, a corporation of any kind to which this chapter applies shall conduct no activities for pecuniary profit or financial gain, whether or not in furtherance of its corporate purposes, except to the extent that su…
§ 205. Conveyance of real property to members for dwelling houses. A not-for-profit corporation, if its by-laws so provide, and pursuant to the provisions thereof, and without leave of the court, may convey to a member of the corporation a portion of its real property for the erection thereupon of a cottage or other dw…
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 of domestic corporations formed under article four of this chapter and authorized foreign corporations for service of…
§ 301. Corporate name; general. (a) Except as otherwise provided in this chapter, the name of a domestic or foreign corporation: (1) Shall, unless the corporation is formed for charitable or religious purposes, or for purposes for which the approval of the commissioner of social services or the public health and health…