reglab/statecodes huggingface dataset:
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 12 - Receivership › 1209 - Recovery of Assets.

§ 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 the  receiver  was
appointed, shall show that he or she has good reason to believe that any
person  has in his or her possession or under his or her control, or has
wrongfully concealed, withheld or  disposed  of,  any  property  of  the
corporation,  or  that any person can testify concerning such facts, the
court, with or without notice, shall make an order requiring such person
to appear before the court or a referee, at a time and place designated,
and submit to an examination concerning such facts. In such order, or at
any time thereafter,  in  its  discretion,  the  court  may  enjoin  and
restrain  such  person from disposing of any property of the corporation
in his or her possession or under his or her control.
(b) In any examination under such order, the court may confer immunity
in accordance with the provisions of section six hundred  nineteen-c  of
the  code  of  criminal  procedure;  provided  that no immunity shall be
conferred except upon twenty-four hours  prior  written  notice  to  the
appropriate district attorney having an official interest therein.
(c)  A  person so ordered to appear shall be entitled to the same fees
and mileage, to be paid at the time of serving the order, as are allowed
by law to witnesses subpoenaed to attend and testify in an action in the
supreme court, and shall be subject to the same penalties  upon  failure
to  appear and testify in obedience to such order as are provided by law
in the case of witnesses who fail to  obey  a  subpoena  to  appear  and
testify in an action.
(d)  A  person  appearing  for  examination in obedience to such order
shall be sworn,  and  shall  be  entitled  to  be  represented  on  such
examination  by  counsel,  and  may  be  cross-examined,  or  may make a
voluntary statement in his own behalf  concerning  the  subject  of  his
examination.
(e)  The testimony taken under such order shall be signed and sworn to
by the person examined, and be filed in the office of the clerk  of  the
county  where  the  action  or proceeding is pending. If it shall appear
that any person is wrongfully concealing or withholding, or has  in  his
or  her  possession  or  under  his  or her control, any property of the
corporation, on notice to such person,  the  court  may  make  an  order
requiring  such  person forthwith to deliver it to the receiver, subject
to the further order of the court.
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 12 - Receivership › 1210 - Order of Payment by Receiver.

§ 1210. Order of payment by receiver.
(a)  Laborers' wages shall be preferred claims and entitled to payment
before  any  other  creditors  out  of  the assets of the corporation in
excess of valid prior liens or encumbrances.
(b)  The receiver shall subject to any  prior  liens  or  encumbrances
distribute  the  residue of the moneys in his hands, among the creditors
whose claims have been proved and allowed, as follows:
(1)  All debts due by such corporation to the United States,  and  all
debts entitled to a preference under the laws of the United States.
(2)  All debts that may be owing by the corporation as trustee.
(3)   Judgments against the corporation, to the extent of the value of
the real property on which they are liens.
(4)  All other creditors in proportion to  their  respective  demands,
without preference to specialty debts.
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 12 - Receivership › 1211 - Final Distribution by Receiver.

§ 1211. Final distribution by receiver.
(a)  If  there  remains  property  of  the corporation after the first
distribution, the receiver shall, within one  year  thereafter,  make  a
final  distribution  among  the  creditors entitled thereto. Notice that
such distribution will be the final distribution to creditors  shall  be
published  once  a  week  for  two  consecutive  weeks in a newspaper of
general circulation in the county where the office of the corporation is
located and posted prominently  and  continuously  for  two  consecutive
weeks on the homepage of any website maintained by the corporation.
(b)  A  creditor  or claimant who failed to prove his claim before the
first distribution and who proves it before the final one shall  receive
the  sum he would have been entitled to on the first distribution before
any further distribution shall be made to other creditors or claimants.
(c) Unless the court shall otherwise  direct,  no  other  distribution
shall  be  made  thereafter to creditors, except to those having pending
actions against the corporation or the receiver.
(d) After the final distribution to creditors, the receiver shall  not
be  answerable  to any creditor or claimant, unless his claim shall have
been proved before or at the time specified in the notice of  the  final
distribution.
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 12 - Receivership › 1212 - Disposition of Moneys Retained; Surplus; Unclaimed Distributions.

§ 1212. Disposition    of    moneys    retained;    surplus;   unclaimed
distributions.
(a) When any action pending at the time of final distribution shall be
terminated, the receiver shall apply the moneys retained by the receiver
to the payment of the amount recovered,  and  the  receiver's  necessary
charges and expenses incurred therein.
(b)  After the final distribution to creditors and after deducting the
receiver's charges and  expenses,  the  receiver  shall  distribute  any
surplus  in  the manner prescribed in section 1002-a of this chapter or,
if dissolution of the corporation is not involved, in such manner as the
court shall order.
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 12 - Receivership › 1213 - Omission or Default of Receiver.

§ 1213. Omission or default of receiver.
Upon  notice to the attorney-general and upon such notice to creditors
  or others interested as the court shall direct, the court  may,  in  the
  furtherance of justice, relieve a receiver from any omission or default,
  on  such  conditions  as  may  be imposed, and, on compliance therewith,
  confirm the receiver's action.
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 12 - Receivership › 1214 - Application by Attorney-General for Removal of Receiver and to Close Receivership.

§ 1214. Application  by  attorney-general for removal of receiver and to
close receivership.
(a) Whenever he or she deems it to be to the advantage of the members,
creditors or other persons interested in the assets of  any  corporation
for which a receiver has been appointed, the attorney-general may move:
(1)  For  an  order  removing  the  receiver  and  appointing  another
receiver;
(2) To compel the receiver to account;
(3) For such other and additional orders as may facilitate the closing
of the receivership.
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 12 - Receivership › 1215 - Resignation by Receiver; Filling Any Vacancy.

§ 1215. Resignation by receiver; filling any vacancy.
(a)  A receiver may petition the appointing court for an order to show
cause why he or she should not be permitted to resign.
(b) The petition shall be accompanied by a verified account of all the
assets of the corporation received by the receiver, of all  payments  or
other  disposition thereof made by the receiver, of the remaining assets
of the corporation in  respect  to  which  the  receiver  was  appointed
receiver  and  the  situation  of  the  same,  and  of  all  his  or her
transactions as receiver. Thereupon, the  court  shall  grant  an  order
directing notice to be given to the sureties on his or her official bond
and to all persons interested in the property of the corporation to show
cause,  at  a  time  and place specified, why the receiver should not be
permitted to resign. Such notice shall be published once  in  each  week
for  six  successive  weeks in one or more newspapers as the court shall
direct. If it shall appear that the proceedings of the receiver  in  the
discharge  of  his or her trust have been fair and honest and that there
is no good cause  to  the  contrary,  the  court  shall  make  an  order
permitting  such  receiver  to  resign.  Thereupon the receiver shall be
discharged and his or her powers as receiver shall cease, but he or  she
shall  remain  subject  to any liability incurred prior to the making of
such order. The court, in its discretion, may  require  the  expense  of
such proceeding to be paid by the receiver presenting the petition.
(c)  Any  vacancy created by resignation, removal, death or otherwise,
may be filled by the court, and the property of the  receivership  shall
be  delivered  to  the remaining receivers or, if there are none, to the
successor appointed by  the  court.  The  court  may  summarily  enforce
delivery  by  order  in  the  action  or special proceeding in which the
receiver was appointed.
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 12 - Receivership › 1216 - Final Accounting; Notice; Duty of Attorney-General.

§ 1216. Final accounting; notice; duty of attorney-general.
(a)  Within one year after qualifying, the receiver shall apply to the
court  for  a  final  settlement  of  his  accounts and for an order for
distribution, or,  upon  notice  to  the  attorney-general  and  to  any
governmental   body  or  officer  whose  consent  is  required  for  the
dissolution of the corporation, for an extension of time, setting  forth
the  reasons  therefor.    If  the  receiver  has  not  so applied for a
settlement  of  his  accounts  or  for  such  extension  of  time,   the
attorney-general  or  any creditor or member may apply for an order that
the receiver show cause why an accounting and distribution should not be
had, and after the expiration of  eighteen  months  from  the  time  the
receiver  qualified,  it  shall  be  the duty of the attorney-general to
apply for such an order on notice to the receiver.
(b)  Before presenting a final account, the receiver shall give notice
of his intention to file it by publication, under subparagraph (a)(1) of
section 1207 (Duties of receiver upon appointment),  setting  forth  the
time  and  place  of filing and presentation to the court.  The receiver
shall also give not less than eight days' written notice to the sureties
on his official bond.
(c)   Upon presentation of such account,  the  court  shall  hear  the
allegations,  objections  and proofs of all parties interested and allow
or disallow such account, in whole or in part, and make a  final  order.
The court may refer the account and the hearing, in whole or in part, to
a referee who shall report thereon to the court.
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 12 - Receivership › 1217 - Commissions.

§ 1217. Commissions.
(a)    A  receiver  shall  be  entitled,  in addition to his necessary
expenses, to such commissions upon the sums received  and  disbursed  as
may be allowed by the court, as follows:
(1)  On the first twenty thousand dollars, not exceeding five percent;
(2)    On  the  next  eighty  thousand  dollars, not exceeding two and
one-half percent; and
(3)  On the remainder, not exceeding one percent.
(b)  If the commissions of the receiver so computed do not  amount  to
one  hundred dollars, the court in its discretion may allow such sum not
exceeding one hundred dollars as shall be reasonable.
(c)  When more than one receiver shall be appointed, the  compensation
herein provided shall be divided between them, as the court directs.
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 13 - Foreign Corporations › 1301 - Authorization of Foreign Corporations.

§ 1301. Authorization of foreign corporations.
(a)   A foreign corporation shall not conduct activities in this state
until it has been authorized to do so as provided in this  article.    A
foreign  corporation  may  be  authorized  to  conduct in this state any
activities which may be conducted lawfully in this state by  a  domestic
corporation,  to  the  extent  that  it  is  authorized  to conduct such
activities in the  jurisdiction  of  its  incorporation,  but  no  other
activities.
(b)   Without excluding other acts which may not constitute conducting
activities in this state, a foreign corporation shall not be  considered
to  be  conducting  activities  in  this state, for the purposes of this
chapter, by reason of doing in  this  state  any  one  or  more  of  the
following acts:
(1)    Maintaining  or  defending  any  action  or proceeding, whether
judicial,  administrative,  arbitrative  or  otherwise,   or   effecting
settlement thereof or the settlement of claims or disputes.
(2)  Holding meetings of its directors or its members.
(3)  Maintaining bank accounts.
(4)    Maintaining offices or agencies only for the transfer, exchange
and registration  of  its  securities,  or  appointing  and  maintaining
trustees or depositaries with relation to its securities.
(5)  Granting funds.
(6)  Distributing information to its members.
(c)   The specification in paragraph (b) does not establish a standard
for activities which may subject a foreign  corporation  to  service  of
process under this chapter or any other statute of this state.
(d)  A  foreign corporation whose corporate name is not acceptable for
authorization pursuant to sections 301 and  302  of  this  chapter,  may
submit  in  its  application  for authority pursuant to section thirteen
hundred four of this chapter, a fictitious name under which it shall  do
business  in  this  state.  A fictitious name submitted pursuant to this
section shall be subject to the provisions of subparagraphs 2 through  9
of  paragraph  (a)  of  section  301  and section 302 of this chapter. A
foreign corporation authorized to conduct activities in this state under
a fictitious name pursuant to this section, shall  use  such  fictitious
name  in  all  of  its  dealings  with the secretary of state and in the
conduct of its activities in this state. The provisions of  section  one
hundred  thirty  of  the  general  business  law  shall not apply to any
fictitious name filed by a foreign corporation pursuant to this section.
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 13 - Foreign Corporations › 1302 - Application to Existing Authorized Foreign Corporations.

§ 1302. Application to existing authorized foreign corporations.
Every  foreign corporation which on the effective date of this chapter
  is authorized to conduct activities in this state under a certificate of
  authority heretofore issued to  it  by  the  secretary  of  state  shall
  continue  to have such authority. Such foreign corporation, its members,
  directors, and officers shall have  the  same  rights,  franchises,  and
  privileges  and  shall be subject to the same limitations, restrictions,
  liabilities, and penalties as a  foreign  corporation  authorized  under
  this  chapter,  its  members,  directors,  and  officers respectively. A
  foreign corporation may by amendment to its certificate of authority set
  forth whether  it  is  a  charitable  corporation  or  a  non-charitable
  corporation  and  in the absence of such amendment an authorized foreign
  corporation shall be a charitable corporation. Reference in this chapter
  to an application for authority  shall,  unless  the  context  otherwise
  requires,  include  the  statement  and  designation  and  any amendment
  thereof required to be filed by  the  secretary  of  state  under  prior
  statutes to obtain a certificate of authority.
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 13 - Foreign Corporations › 1303 - Violations.

§ 1303. Violations.
The  attorney-general  may  bring  an  action  to  restrain  a foreign
  corporation  from  conducting  in  this  state  without  authority   any
  activities  for  the conduct of which it is required to be authorized in
  the state, or from conducting in this state any activities not set forth
  in its application for authority or certificate of  amendment  filed  by
  the  department  of  state.  The attorney-general may bring an action or
  special proceeding to annul the authority of a  foreign  corporation  to
  conduct  in  this  state any activities not set forth in its application
  for authority or certificate of amendment or the authority of which  was
  obtained  through  fraudulent  misrepresentation  or  concealment  of  a
  material fact or to  enjoin  or  annul  the  authority  of  any  foreign
  corporation  which within this state contrary to law has done or omitted
  any act which if done by a domestic corporation would be a cause for its
  dissolution under section 1101 (Attorney-general's action  for  judicial
  dissolution) or to annul the authority of a foreign corporation that has
  been   dissolved  or  has  had  its  authority  or  existence  otherwise
  terminated or cancelled in the jurisdiction of  its  incorporation.  The
  attorney-general  shall  deliver  a  certified  copy  of  the  order  of
  annulment to the department of state.  Upon the filing  thereof  by  the
  department  of state the authority of the foreign corporation to conduct
  activities in this state shall be annulled. The secretary of state shall
  continue as agent of the foreign corporation upon whom  process  against
  it  may  be  served  in  any action or special proceeding based upon any
  liability or obligation incurred by the foreign corporation  within  the
  state  prior  to  the  filing  of  the  certified  copy  of the order of
  annulment by the department of state.
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 13 - Foreign Corporations › 1305 - Application for Authority; Effect.

§ 1305. Application for authority; effect.
Upon  filing  by  the  department  of  state  of  the  application for
  authority the foreign corporation shall be authorized to conduct in this
  state any activities set forth in the application.  Such authority shall
  continue so long as the corporation retains  its  authority  to  conduct
  such  activities  in  the  jurisdiction  of  its  incorporation  and its
  authority to conduct activities in this state has not been  surrendered,
  suspended or annulled in accordance with law.
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 13 - Foreign Corporations › 1306 - Powers of Authorized Foreign Corporations.

§ 1306. Powers of authorized foreign corporations.
An  authorized  foreign  corporation  shall  have  such  powers as are
  permitted by the laws of the jurisdiction of its  incorporation  but  no
  greater  powers  than  those  of  a  domestic corporation formed for the
  purposes set forth in the application for authority.
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 13 - Foreign Corporations › 1308 - Amendments or Changes.

§ 1308. Amendments or changes.
(a)  An  authorized  foreign  corporation  may  amend  or  change  its
application for authority from time to time in any and as  many  of  the
following respects as may be desired if the amendments contain only such
provisions  as  might  be  lawfully  contained  in  an  application  for
authority at the time of making such amendment:
(1) To change its corporate name if  such  change  has  been  effected
under the laws of the jurisdiction of its incorporation.
(2)  To  change its fictitious name filed pursuant to paragraph (d) of
section 1301 of this chapter, to another fictitious name,  if  its  true
corporate name is not available for use in this state.
(3)  To  delete its fictitious name filed pursuant to paragraph (d) of
section 1301 of  this  chapter,  if  its  true  corporate  name  is  now
available for use in this state.
(4)  To adopt a fictitious name when the corporate name is changed and
is not available in this state.
(5) To enlarge, limit or otherwise  change  the  activities  which  it
proposes to conduct in this state.
(6) To change the location of its office in this state.
(7)  To  specify  or  change  the  post  office  address  to which the
secretary of state shall mail a copy of any process  against  it  served
upon him.
(8) To make, revoke or change the designation of a registered agent or
to specify or change his address.
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 13 - Foreign Corporations › 1309 - Certificate of Amendment; Contents, Effect.

§ 1309. Certificate of amendment; contents, effect.
(a)  To accomplish such amendment a certificate, entitled "Certificate
of  amendment  of  application  for  authority   of .......   (name   of
corporation)  under section 1309 of the Not-for-Profit Corporation Law,"
shall be signed and delivered to the department of state. It  shall  set
forth:
(1)  The name of the foreign corporation as it appears on the index of
names of existing domestic and authorized foreign  corporations  of  any
kind  in the department of state and the fictitious name the corporation
has agreed to use in this state pursuant to  paragraph  (d)  of  section
1301 of this article.
(2) The jurisdiction of its incorporation.
(3) The date it was authorized to conduct activities in this state.
(4) Each amendment effected thereby.
(5)  If  the  true  corporate name of the foreign corporation is to be
changed, a statement that the change of name has been effected under the
laws of the jurisdiction of its incorporation and the  date  the  change
was so effected.
(6)  If  the activities it proposes to conduct in this state are to be
enlarged,  limited  or  otherwise  changed,  a  statement  that  it   is
authorized  to  conduct  in  the  jurisdiction  of its incorporation the
activities which it proposes to conduct in this state.
(b) If an authorized foreign corporation has changed its name  in  the
jurisdiction of its incorporation, it shall deliver to the department of
state  within  twenty  days  after  the  change became effective in that
jurisdiction a certificate of amendment under paragraph  (a).  Upon  its
failure to deliver such certificate, its authority to conduct activities
in  this  state  shall  upon  the  expiration  of  said  twenty  days be
suspended. The filing by the department of state  of  a  certificate  of
amendment  changing  the corporation name within one hundred twenty days
after the effective date of the change of name in  the  jurisdiction  of
its  incorporation  shall  annul  the  suspension  and  its authority to
conduct activities in this state shall be restored and continue as if no
suspension had occurred. The secretary of state shall  continue,  during
such  suspension,  as agent of the foreign corporation upon whom process
against the foreign corporation may be served in the manner set forth in
paragraph (b) of section 306 (Service of process).
(c) A certificate of amendment of application for authority shall  not
be  filed, if the amendment adds, changes or eliminates a purpose, power
or provision the inclusion of which  in  an  application  for  authority
requires  consent  or  approval  of  any governmental body or officer or
other person or body,  or  if  the  amendment  changes  the  name  of  a
corporation whose application for authority had such consent or approval
endorsed  thereon or annexed thereto, unless such consent or approval is
endorsed on or annexed to the certificate of  amendment  of  application
for authority.
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 13 - Foreign Corporations › 1311 - Surrender of Authority.

§ 1311. Surrender of authority.
(a)  An  authorized  foreign  corporation  desiring  to  surrender its
authority shall  deliver  to  the  department  of  state  a  certificate
entitled  "Certificate  of  surrender of authority of ......... (name of
corporation) under section 1311 of the Not-for-Profit Corporation  Law."
The certificate shall be signed. It shall set forth:
(1)  The name of the foreign corporation as it appears on the index of
names of existing domestic and authorized foreign  corporations  of  any
kind  in the department of state and the fictitious name the corporation
has agreed to use in this state pursuant to  paragraph  (d)  of  section
1301 of this article.
(2) The jurisdiction of its incorporation.
(3) The date it was authorized to conduct activities in this state.
(4)  That  it  surrenders  its authority to conduct activities in this
state.
(5) That it revokes the authority of its  registered  agent,  if  any,
previously designated and consents that process against it in any action
or special proceeding based upon any liability or obligation incurred by
it  within  this state before the filing of the certificate of surrender
may be served on the secretary of state after the filing thereof in  the
manner set forth in paragraph (b) of section 306 (Service of process).
(6)  A  post  office address within or without this state to which the
secretary of state shall mail a copy of any process  against  it  served
upon  him  or her. The corporation may include an email address to which
the secretary of state shall email a notice of  the  fact  that  process
against it has been electronically served upon him or her.
(b)  The department shall not file such certificate unless the consent
of the state tax commission to the surrender of  authority  is  attached
thereto.
(c)  The authority of the foreign corporation to conduct activities in
this state shall terminate on the filing by the department of  state  of
the certificate of surrender of authority.
(d)  The  post office address specified under subparagraph (a) (6) may
be changed by delivering to  the  department  of  state  a  certificate,
entitled  "Certificate  of  amendment  of  certificate  of  surrender of
authority of .......... (name of corporation) under section 1311 of  the
Not-for-Profit  Corporation  Law."  The  certificate shall be signed. It
shall set forth:
(1) The name of the foreign corporation.
(2) The jurisdiction of its incorporation.
(3) The date its certificate of surrender of authority  was  filed  by
the department of state.
(4)  The changed post office address, within or without this state, to
which the secretary of state shall mail a copy of any process against it
served upon him.
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 13 - Foreign Corporations › 1312 - Termination of Existence.

§ 1312. Termination of existence.
When  an  authorized foreign corporation is dissolved or its authority
  or existence is otherwise terminated or cancelled in the jurisdiction of
  its incorporation or when such foreign corporation  is  merged  into  or
  consolidated  with  another  foreign  corporation,  a certificate of the
  secretary of state, or official performing the equivalent function as to
  corporate records, of the jurisdiction of incorporation of such  foreign
  corporation attesting to the occurrence of any such event or a certified
  copy of an order or decree of a court of such jurisdiction directing the
  dissolution   of  such  foreign  corporation,  the  termination  of  its
  existence or the cancellation of its authority shall be delivered to the
  department of state. The filing of  the  certificate,  order  or  decree
  shall  have  the same effect as the filing of a certificate of surrender
  of authority under section 1311 (Surrender of authority). The  secretary
  of  state  shall  continue as agent of the foreign corporation upon whom
  process against it may be served in the manner set  forth  in  paragraph
  (b)  of  section  306  (Service  of  process),  in any action or special
  proceeding based upon  any  liability  or  obligation  incurred  by  the
  foreign  corporation  within  this  state  prior  to  the filing of such
  certificate, order or decree and he shall promptly cause a copy  of  any
  such  process  to be mailed by certified mail, return receipt requested,
  to such foreign corporation at the post office address on file in his or
  her office specified for such purpose or  a  notice  of  the  fact  that
  process  against  the  corporation  has  been served on him or her to be
  emailed to the foreign corporation at the email address on file  in  his
  or her office specified for such purpose. The post office address and/or
  email address may be changed by signing and delivering to the department
  of  state  a certificate of change setting forth the statements required
  under section 1310 (Certificate of change; contents) to effect a  change
  in  the  post office address and/or email address under subparagraph (a)
  (7) of section 1308 (Amendments or changes).
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 13 - Foreign Corporations › 1313 - Actions or Special Proceedings by Unauthorized Foreign Corporations.

§ 1313. Actions   or   special   proceedings   by  unauthorized  foreign
corporations.
(a)  A foreign corporation conducting activities in this state without
authority shall not maintain any action or special  proceeding  in  this
state  unless  and until such corporation has been authorized to conduct
activities in this state  and  it  has  paid  to  the  state  all  fees,
penalties  and  franchise  taxes, if any, for the years or parts thereof
during which it conducted activities in this  state  without  authority.
This  prohibition  shall  apply  to  any  successor  in interest of such
foreign corporation.
(b)   The failure of a foreign  corporation  to  obtain  authority  to
conduct  activities  in  this state shall not impair the validity of any
contract or act of the foreign corporation or the  right  of  any  other
party  to  the  contract  to  maintain  any action or special proceeding
thereon, and shall not prevent the foreign  corporation  from  defending
any action or special proceeding in this state.
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 13 - Foreign Corporations › 1314 - Actions or Special Proceedings by Foreign Corporations.

§ 1314. Actions or special proceedings by foreign corporations.
An  action  or  special  proceeding  may  be  maintained  by a foreign
  corporation, in like manner and subject to the same limitations,  as  an
  action  or  special proceeding brought by a domestic corporation, except
  as otherwise prescribed by statute.
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 13 - Foreign Corporations › 1315 - Actions or Special Proceedings Against Foreign Corporations.

§ 1315. Actions or special proceedings against foreign corporations.
(a)  An action or special proceeding against a foreign corporation may
be maintained by a resident of this state or by a  domestic  corporation
of any kind for any cause of action.
(b) Except as otherwise provided in this article, an action or special
proceeding  against  a  foreign corporation may be maintained by another
foreign corporation of any kind or by a  nonresident  in  the  following
cases only:
(1) Where the action is brought to recover damages for the breach of a
contract  made  or  to  be  performed  within this state, or relating to
property situated within this state at the time of  the  making  of  the
contract.
(2) Where the subject matter of the litigation is situated within this
state.
(3)  Where  the  cause of action arose within this state, except where
the object of the action or special proceeding is to affect the title of
real property situated outside this state.
(4) Where, in any case not included in the preceding subparagraphs,  a
non-domiciliary  would  be  subject  to the personal jurisdiction of the
courts of this state under  section  three  hundred  two  of  the  civil
practice law and rules.
(5) Where the defendant is a foreign corporation conducting activities
or authorized to conduct activities in this state.
(c)  Paragraph  (b)  does  not apply to a corporation which was formed
under the laws of the United States and which  maintains  an  office  in
this state.
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 13 - Foreign Corporations › 1318 - Liabilities of Directors and Officers of Foreign Corporations.

§ 1318. Liabilities of directors and officers of foreign corporations.
(a)    Except as otherwise provided in this chapter, the directors and
officers of a foreign corporation conducting activities  in  this  state
are  subject, to the same extent as directors and officers of a domestic
corporation, to the provisions of:
(1)   Section 719 (Liability of directors  in  certain  cases)  except
subparagraph (a) (4) thereof, and
(2)      Section  720  (Action  against  directors  and  officers  for
misconduct)
(b)  Any liability imposed by paragraph (a) may be  enforced  in,  and
such  relief granted by, the courts in this state, in the same manner as
in the case of a domestic corporation.
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 13 - Foreign Corporations › 1319 - Liability of Foreign Corporations for Failure to Disclose Required Information.

§ 1319. Liability  of  foreign  corporations  for  failure  to  disclose
required information.
A foreign corporation conducting activities in this  state  shall,  in
  the  same  manner  as a domestic corporation, disclose to its members of
  record who are residents of this state the  information  required  under
  Article  5 and shall be liable as provided in section 521 (Liability for
  failure to disclose required information) for failure to comply in  good
  faith with these requirements.
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 13 - Foreign Corporations › 1320 - Applicability of Other Provisions.

§ 1320. Applicability of other provisions.
(a)      In   additions  to  articles  1  (Short  title;  definitions;
application; certificates; miscellaneous)  and  3  (Corporate  name  and
service  of process) and the other sections of article 13, the following
provisions, to the extent provided therein, shall  apply  to  a  foreign
corporation conducting activities in this state, its directors, officers
and members:
(1)    Section 623 (Members' derivative action brought in the right of
the corporation to procure a judgment in its favor).
(2)     Sections  721  (Exclusivity  of   statutory   provisions   for
indemnification  of  directors  and officers) through 727 (Insurance for
indemnification of directors and officers), inclusive.
(3)   Section 906 (Merger or consolidation  of  domestic  and  foreign
corporations).
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 13 - Foreign Corporations › 1321 - Exemption From Certain Provisions.

§ 1321. Exemption from certain provisions.
(a)  Notwithstanding  any  other  provision of this chapter, a foreign
corporation conducting activities in  this  state  which  is  authorized
under this article, its directors, officers and members, shall be exempt
from  the  provisions  of  paragraph  (e)  of section 1317 (Voting trust
records), subparagraph (1) of paragraph (a) of section 1318 (Liabilities
of directors and officers of foreign corporations), and subparagraph (2)
of paragraph (a) of section 1320 (Applicability of other provisions)  of
this article if such provision would otherwise apply:
(1)  The  corporation  is  a  non-charitable  corporation  under  this
chapter; its principal activities are conducted outside this state;  the
greater  part  of  its  property is located outside this state; and less
than one third of its members are residents of this state; or
(2) The corporation is a charitable corporation  under  this  chapter;
its  principal  activities are conducted outside this state; the greater
part of its property is located outside this state; and  less  than  ten
per  cent  of  its annual revenues is derived from solicitation of funds
within this state.
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 14 - Special Not-for-Profit Corporations › 1407 - Alumni Corporations.

§ 1407. Alumni corporations.
(a) Alumni may be incorporated.
The alumni of any college or university, or of one or more colleges or
schools of any university, may be incorporated by executing and filing a
certificate pursuant to article 4 of this chapter.
(b) Type of corporation.
An alumni corporation is a charitable corporation.
(c) Powers.
An  alumni  corporation  may  create, manage and control a fund, to be
known as the alumni fund, and for that purpose acquire and hold real and
personal property. The principal of such fund,  or  the  income  derived
therefrom,  may  be  transferred to the college or university with which
such corporation is identified, or used for and applied to  such  object
or  objects  connected  with  such  college or university as such alumni
corporation shall direct.
(d) Alumni fund.
The directors of an alumni corporation  shall  have  the  custody  and
management  of the alumni fund but shall not dispose of the whole or any
part of the principal of any invested fund except  as  authorized  by  a
two-thirds vote of the members of such corporation, present at an annual
meeting thereof.
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 14 - Special Not-for-Profit Corporations › 1408 - Historical Societies.

§ 1408. Historical societies.
(a) Historical societies may hold property.
Any incorporated historical society of this state is hereby authorized
to  have  and  hold  for the purposes of inclosure, preservation and the
erection of monuments, but not for business purposes, the sites  of  old
forts,  battlegrounds  and other historic sites, not exceeding six acres
in any one locality, which shall be exempt from taxation; and to receive
donations of articles of historic interest on the condition that in case
of its dissolution or inability to pay its debts otherwise than from its
effects, such articles shall revert to the donors or their  heirs.  Fees
may be charged by any such society for the exhibition of its property or
collections  only  to  the extent that the proceeds thereof are used for
the preservation,  maintenance  and  development  of  such  property  or
collections.
(b) Type of corporation.
An historical society is a charitable corporation under this chapter.
(c) Acquisition.
The  acquisition  by  any such historical society of this state of any
real property  for  the  purpose  of  inclosure,  preservation  and  the
erection  of  monuments, is hereby declared to be for a public use. Such
property may be acquired in the manner prescribed by the eminent  domain
procedure law.
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 15 - Public Cemetery Corporations › 1501 - Declaration of Policy.

§ 1501. Declaration of policy.
The  people  of this state have a vital interest in the establishment,
  maintenance and preservation of public burial  grounds  and  the  proper
  operation  of  the  corporations  which  own and manage the same.   This
  article is determined an exercise of the police powers of this state  to
  protect  the  well-being  of our citizens, to promote the public welfare
  and to prevent cemeteries from falling into disrepair  and  dilapidation
  and  becoming  a  burden  upon  the community, and in furtherance of the
  public policy of this state that cemeteries  shall  be  conducted  on  a
  non-profit basis for the mutual benefit of plot owners therein.
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 15 - Public Cemetery Corporations › 1503 - Application.

§ 1503. Application.
(a)  Except  as  otherwise  provided in paragraph (b) of this section,
section fifteen hundred five-b, paragraph (c) of section fifteen hundred
seven, paragraph (m) of section fifteen hundred ten, and section fifteen
hundred eighteen of this article does  not  apply  to  (1)  a  religious
corporation,  (2)  a  municipal  corporation, (3) a cemetery corporation
owning a cemetery operated, supervised or controlled by or in connection
with a religious corporation or (4) a cemetery belonging to a  religious
or  a municipal corporation, or operated, supervised or controlled by or
in connection with a religious corporation unless any officer, member or
employee of any such  corporation  shall  receive  or  may  be  lawfully
entitled  to  receive  any pecuniary profit from the operations thereof,
other than reasonable compensation for services in effecting one or more
of the purposes of such corporation or as proper  beneficiaries  of  its
strictly  charitable  purposes  or  unless  the organization of any such
corporation for any of its avowed purposes be a guise  or  pretense  for
directly  or  indirectly  making  any  other  pecuniary  profit for such
corporation, or for any of  its  officers,  members  or  employees,  and
unless  any  such  corporation  is  not,  in  good  faith,  organized or
conducted exclusively for one or more of its stated purposes.
(b) All crematories or natural organic reduction facilities  shall  be
subject  to  inspection  by the division of cemeteries. Upon inspection,
the crematory or natural organic reduction  facility  may  be  asked  to
produce  any  and  all  records for the operation and maintenance of the
crematory or natural  organic  reduction  facility.  These  records  may
include  but  not  be  limited to cremation or natural organic reduction
authorizations, rules  and  regulations  of  the  crematory  or  natural
organic  reduction  facility, procedures as set forth in section fifteen
hundred seventeen of this article, or section fifteen  hundred  eighteen
of  this  article,  as  applicable,  and  the  written  procedure of the
identification of remains.
(c) Except as otherwise provided in paragraph (c) of  section  fifteen
hundred  seven  and paragraph (m) of section fifteen hundred ten of this
article, this article does not apply to a  burial  site  as  defined  in
paragraph  (a)  of subdivision one of section one hundred seventy-one of
the executive law.
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 15 - Public Cemetery Corporations › 1505-A - Additional Requirements for Incorporation of Crematories.

§ 1505-a. Additional requirements for incorporation of crematories.
(a) Approval. A cemetery corporation seeking the approval to operate a
crematory  must submit for approval by the cemetery board the following:
(1) a list of the directors, employees, and certificate holders  of  the
cemetery  corporation;  (2)  a certified survey of the site and location
within the county it will be situated;  (3)  a  business  plan  for  the
operation  of the crematory to include, but not be limited to, number of
expected cremations per year, number of  cremation  units,  manufacture,
capital  costs,  financing,  anticipated  number  of employees, types of
services provided, pricing thereof; (4) a description of the  impact  of
the proposed crematory on other crematories within the county or whether
the  crematory will have an adverse impact on the surrounding community;
(5) plans, designs, and  costs  of  any  structures  to  be  erected  or
retrofitted for the crematory use; (6) a description of any approvals or
permits  required  by state or local law. No crematory shall be approved
until such other approvals or permits  have  been  obtained.  Any  board
approval of a crematory shall be so conditioned.
(b)  Further information. Within thirty-five days following receipt of
the information required by paragraph (a) of this section, the  cemetery
board  or  the  division  of  cemeteries  may  request from the cemetery
corporation any additional information or  documentation  and  technical
assistance deemed necessary to review such information. Such information
shall  not be deemed complete until the requested additional information
has been received. If no such request is made, the submission  shall  be
deemed  complete  on  the  thirty-fifth  day  after  its  receipt by the
division.
(c) Determination. The  cemetery  board  shall  approve  or  deny  the
proposed crematory within ninety days of the completed submission.
(d)  Notification.  The cemetery board shall provide written notice of
its  determination  to  the  cemetery   corporation.   If   a   negative
determination  is  made,  such  notice shall state the reasons therefor.
Notice shall be made by registered or certified mail  addressed  to  the
corporation at its principal office.
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 15 - Public Cemetery Corporations › 1505-B - Additional Requirements for Incorporation of Natural Organic Reduction Facilities.

§ 1505-b. Additional  requirements  for incorporation of natural organic
reduction facilities.
(a) Approval. A cemetery corporation seeking the approval to operate a
natural organic reduction facility shall  submit  for  approval  by  the
cemetery board the following:
(1) a list of the directors, employees, and certificate holders of the
cemetery corporation;
(2)  a  certified survey of the site and location within the county it
will be situated;
(3) a business plan for the operation of the natural organic reduction
facility to include, but not be limited to, number of  expected  natural
organic  reductions per year, number of natural organic reduction units,
manufacture, capital costs, financing, anticipated number of  employees,
types of services provided, pricing thereof;
(4)  a  description  of  the  impact  of  the proposed natural organic
reduction facility on other natural  organic  reduction  facilities,  if
any, within the county or impact on the surrounding community;
(5)  plans,  designs,  and  costs  of  any structures to be erected or
retrofitted for the natural organic reduction facility use; and
(6) a description of any approvals or permits  required  by  state  or
local law. No natural organic reduction facility shall be approved until
such other approvals or permits have been obtained.
(b)  Further information. Within thirty-five days following receipt of
the information required by paragraph (a) of this section, the  cemetery
board  or  the  division  of  cemeteries  may  request from the cemetery
corporation any additional information or  documentation  and  technical
assistance deemed necessary to review such information. Such information
shall  not be deemed complete until the requested additional information
has been received. If no such request is made, the submission  shall  be
deemed  complete  on  the  thirty-fifth  day  after  its  receipt by the
division of cemeteries.
(c) Determination. The  cemetery  board  shall  approve  or  deny  the
proposed  natural  organic  reduction facility within ninety days of the
completed submission.
(d) Notification. The cemetery board shall provide written  notice  of
its   determination   to   the   cemetery  corporation.  If  a  negative
determination is made, such notice shall  state  the  reasons  therefor.
Notice  shall  be  made by registered or certified mail addressed to the
cemetery corporation at its principal office.