2023 New York Laws › BSC - Business Corporation › Article 12 - Receivership › 1218 - Special Provisions Relating to Actions or Special Proceedings Against Foreign Corporations.

§ 1218. Special  provisions  relating  to actions or special proceedings
against foreign corporations.
(a) In any action or special  proceeding  brought  against  a  foreign
corporation under this article, the following provisions shall apply:
(1) Service  of  the  summons  in  such  action may be made personally
within the state of New York, by delivery of the same to any officer  or
director  of  the  corporation,  or  by publication pursuant to an order
obtained as hereinafter provided.
(2) An order directing service by publication of the summons shall  be
made  upon  application  of  a plaintiff in any such action and shall be
founded upon a verified complaint, alleging  that  the  defendant  is  a
foreign  corporation  and  has or may have or may be entitled to assets,
credits, choses in action or  other  property,  tangible  or  intangible
within   the  state  and  that  such  corporation  has  been  dissolved,
nationalized or that its authority or existence has been  terminated  or
cancelled  in  the  jurisdiction  of  its  incorporation, or that it has
ceased to do business, and upon  an  affidavit  reciting  that  personal
service  of  the  summons  cannot  be effected within the state with due
diligence and that a temporary receiver of its property within the state
of New York has been appointed pursuant to this article in  such  action
and  that  a  copy  of the order appointing the receiver has been served
personally by or on behalf of such  receiver  upon  a  person,  firm  or
corporation  holding  property,  tangible  or  intangible,  of  the said
foreign corporation, or against whom a claim or demand in favor of  such
foreign  corporation  exists and that demand therefor has been made upon
such person, firm or corporation by or on behalf of such receiver.
(3) The order directing service  of  the  summons  shall  require  the
publication thereof in a newspaper published in the state of New York in
the English language at least once a week for four successive weeks, and
shall  also  require  the  mailing  on  or  before the date of the first
publication of a copy  of  the  summons,  complaint  and  order  to  the
corporation  at  its last known principal or head office in the state or
country of its incorporation.
(4) In any such action, the summons shall be served personally  or  an
order directing service thereof by publication shall be obtained and the
first  publication  thereof made within sixty days after the appointment
of the temporary receiver, and if served  by  publication,  the  service
shall be made complete by the continuance thereof.
(5) If  served  by publication, service of the summons shall be deemed
complete on the date of the last publication. The action shall be deemed
commenced upon the issuance of the summons.  The  order  appointing  the
receiver and the papers upon which the same is granted shall be filed in
the  office of the clerk of the court where the action is triable within
ten days after the order is made.
(6) In the event that the defendant defaults in answering, or if after
a trial the court is satisfied that  the  defendant  has  ceased  to  do
business  by  reason  of  any thing or matter whatsoever, or that it has
been dissolved, nationalized, or its authority  or  existence  has  been
otherwise  terminated  or  cancelled,  the  court shall thereupon direct
judgment, appointing a permanent receiver and directing the receiver  to
liquidate  the  assets, credits, choses in action and property, tangible
and intangible, in the state of New York of the said defendant,  in  the
manner provided in this article.
(7) The  time  between the cessation of business by the corporation or
its dissolution or nationalization or the termination or cancellation of
its authority or existence and the appointment of  a  receiver  in  this
state  pursuant  to  this  article, whichever time is longer, plus three
years after such appointment, shall not be a part of the time limited by

domestic or foreign law for the commencement of an  action  or  for  the
assertion  of  a  claim  therein  by  or  on  behalf  of or against said
corporation or by or against said receiver, whether or not  said  action
or  claim  has  heretofore  been barred by any statute of limitations of
this state or of any other state or country.
(8) The  existence  of  and  causes  of  action  of  or  against  such
corporation existing at the time of its dissolution, nationalization, or
the  termination  or  cancellation  of  its  authority  or existence, or
arising thereafter, shall  not  be  deemed  ended,  abated  or  affected
thereby,  nor  shall actions brought by or against such corporation or a
receiver appointed hereunder or any remedy therein  be  deemed  to  have
ended  or abated or to have been affected by reason of such dissolution,
nationalization, or termination or  cancellation  of  its  authority  or
existence.  This  provision  shall  apply  to all property, tangible and
intangible, debts, demands, and choses in  action  of  such  corporation
within  the  state  of  New  York,  and  to all litigation heretofore or
hereafter brought in the courts of the state or of the United States  to
which  the  corporation  or  the  receiver of said corporation appointed
pursuant to the provisions of this article  is  a  party.  Any  receiver
appointed  pursuant to the provisions of this article may be substituted
for such corporation in any action or proceeding pending in  the  courts
of  the  state  or  of  the United States to which such corporation is a
party and may intervene in any action or proceeding which relates to  or
affects  any  of  the assets or claims of the corporation and revive any
action which shall have heretofore or which may hereafter  have  abated,
and such dissolution, nationalization, or termination or cancellation of
its  authority or existence in the jurisdiction of its incorporation, or
any confiscatory law or decree thereof, shall not be deemed to have  any
extra-territorial  effect  or  validity  as to the property, tangible or
intangible, debts, demands or  choses  in  action  of  such  corporation
within  the  state or any debts or obligations owing to such corporation
from persons,  firms  or  corporations  residing,  sojourning  or  doing
business  in  the  state. Nothing contained in this subdivision shall be
deemed to validate claims for or causes of action or actions to  recover
property   located   in   or  moneys  payable  in  the  jurisdiction  of
incorporation  which  are  unenforcible   under   the   laws   of   such
jurisdiction.
(9) If  any  receiver or trustee has heretofore been appointed in this
state for such corporation or its property in any action or  proceeding,
either  before or supplementary to judgment, otherwise than in an action
brought pursuant to this  article,  such  receiver  or  trustee  may  be
appointed or continued as the receiver in any action brought pursuant to
the provisions of this article.
(10) The  appointment  of  a receiver or the pendency of an action for
the appointment of such receiver, shall until  such  receiver  shall  be
discharged  or  until such action shall have terminated, be a bar to any
subsequent application or action for the appointment of  a  receiver  of
the assets of the same corporation.
(11) An  action  shall  be  commenced  within  three  years  from  the
discovery by the plaintiff or his predecessor in interest, of any  asset
of said corporation in the state of New York.