2023 New York Laws › BSC - Business Corporation › Article 1 - Short Title; Definitions; Applications; Certificates, Miscellaneous › 103 - Application.

§ 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  law  governing  such corporation and, if no such
provision for application is made, to the extent, if any, that the stock
corporation law applied to such corporation  immediately  prior  to  the
effective date of this chapter.
This chapter also applies to a corporation of any type or kind, formed
for  profit  under  any other chapter of the laws of this state except a
chapter of the consolidated laws, to the extent that provisions of  this
chapter  do not conflict with the provisions of such unconsolidated law.
If an applicable provision of  such  unconsolidated  law  relates  to  a
matter  embraced  in this chapter but is not in conflict therewith, both
provisions shall apply. Any corporation to which this  chapter  is  made
applicable  by  this  paragraph  shall  be treated as a "corporation" or
"domestic corporation" as such terms are used in  this  chapter,  except
that  the purposes of any such corporation formed or formable under such
unconsolidated law shall not thereby be extended.  For  the  purpose  of
this paragraph, the effective date of this chapter as to corporations to
which  this  chapter  is made applicable by this paragraph shall be June
one, nineteen hundred seventy-three.
This chapter shall not apply to a domestic corporation of any type  or
kind  heretofore  or  hereafter  formed under the banking law, insurance
law,  railroad  law,  transportation  corporations  law  or  cooperative
corporations  law,  or  under  any  other  statute  or special act for a
purpose or purposes for which a corporation may be formed under  any  of
such  laws  except  to  the  extent, if any, provided under such law. It
shall not apply, except to  the  extent,  if  any,  provided  under  the
banking  law,  insurance  law, railroad law, transportation corporations
law or cooperative corporations law, to a  foreign  corporation  of  any
type or kind heretofore or hereafter formed which (1) has as its purpose
or  among  its  purposes a purpose for which a corporation may be formed
only under the insurance law, banking law, railroad law,  transportation
corporations  law  or cooperative corporations law, and (2) is either an
authorized insurer as defined in the insurance law or does in this state
only the kind of business which can be done lawfully  by  a  corporation
formed  under the banking law, railroad law, transportation corporations
law or cooperative corporations law, as  the  case  may  be.  After  the
effective date of this chapter the stock corporation law shall not apply
to  any  corporation  of  any type or kind.  The general corporation law
shall not apply to a corporation of any  type  or  kind  to  which  this
chapter applies. A reference in any statute of this state, which makes a
provision  of  the  stock corporation law applicable to a corporation of
any type or kind, shall be deemed and construed to  refer  to  and  make
applicable the corresponding provision, if any, of this chapter.
(b) This  chapter  applies  to commerce with foreign nations and among
the several states, and to corporations formed by or under  any  act  of
congress,  only  to the extent permitted under the constitution and laws
of the United States.
(c) The enactment of this chapter shall not affect the duration  of  a
corporation  which  is  existing  on the effective date of this chapter.
Any such existing corporation, its shareholders, directors and  officers
shall  have  the  same  rights  and  be subject to the same limitations,
restrictions, liabilities and penalties as a  corporation  formed  under
this chapter, its shareholders, directors and officers.
(d) This  chapter  shall  not  affect  any cause of action, liability,
penalty or action or special proceeding, which on the effective date  of
this chapter, is accrued, existing, incurred or pending but the same may
be asserted, enforced, prosecuted or defended as if this chapter had not
been enacted.
(e) After  the  effective date of this chapter no corporation shall be
formed under the stock corporation law.