2023 New York Laws › ISC - Insurance › Article 1 - General Provisions › 108 - Applicability of Business Corporation Law to Insurers.

§ 108. Applicability of business corporation law to insurers.  (a) The
business  corporation  law  applies  to  every corporation heretofore or
hereafter formed under:
(1) this chapter, except corporations subject to section one  thousand
one  hundred  ten  or  article  forty-three,  forty-five,  forty-six  or
sixty-seven of this chapter, or a captive insurance  company  formed  in
accordance with the not-for-profit corporation law, or
(2)  any  other  statute  of  this  state,  or  any  other law, if the
corporation's purposes include a purpose for which a corporation may  be
formed under this chapter.
(b)  (1)  If  any  provision of the business corporation law conflicts
with any provision of this chapter, the provision of this chapter  shall
prevail,  and  the conflicting provision of the business corporation law
shall not apply.
(2) If any provision of this chapter relates to a matter  embraced  in
the  business  corporation  law  but  is not in conflict therewith, both
provisions shall apply.
(c) The following provisions of the business corporation law shall not
apply to a domestic  stock  insurer  or  an  authorized  stock  insurer:
section  one  hundred  six,  subsection  (a) of section two hundred one,
sections five hundred ten, five hundred eleven, five hundred  seventeen,
five  hundred  eighteen,  seven  hundred  nineteen,  nine hundred eight,
articles three, ten and twelve.
(d) The following provisions of the business corporation law shall not
apply to  a  domestic  incorporated  mutual  insurer  or  an  authorized
incorporated  mutual insurer: section one hundred six, subsection (a) of
section two hundred one, sections seven hundred nine, and seven  hundred
nineteen,   articles  three,  five,  six  (except  section  six  hundred
nineteen), nine, ten and twelve.
(e) The following provisions  of  the  business  corporation  law,  in
addition  to those referred to in subsections (c) and (d) hereof, do not
apply to an  incorporated  foreign  insurer  or  an  incorporated  alien
insurer:  sections  thirteen hundred one, thirteen hundred two, sections
thirteen hundred four through thirteen hundred six  inclusive,  sections
thirteen  hundred  eight  through  thirteen  hundred  eleven  inclusive,
sections thirteen hundred fifteen, thirteen hundred sixteen and thirteen
hundred eighteen.
(f) A provision of the business corporation law which is  referred  to
in  section  thirteen  hundred  seventeen  or  thirteen hundred nineteen
thereof is not applicable to  an  incorporated  foreign  insurer  or  an
incorporated alien insurer if such provision of the business corporation
law  is  made  inapplicable to such insurer under subsection (b), (c) or
(d) hereof.
(g) In applying  the  business  corporation  law  to  any  corporation
pursuant  to  this  section,  unless the context otherwise requires, the
following terms in such law have the following respective meanings:
(1) "Secretary of state" means "superintendent of financial services".
(2) "Department of state" means "department of financial services".
(3) "Corporation" and  "domestic  corporation"  mean  an  incorporated
"domestic  insurer"  as  defined  in  section  one hundred seven of this
article.
(4) "Foreign corporation" means both an incorporated "foreign insurer"
and an incorporated "alien insurer", as defined in section  one  hundred
seven of this article.
(5) "Stated capital" means "capital" as defined in section one hundred
seven of this article.
(h)  A member of a domestic mutual insurer shall have the rights given
to a "shareholder" in section  six  hundred  nineteen  of  the  business
corporation law.