2023 New York Laws › BSC - Business Corporation › Article 1 - Short Title; Definitions; Applications; Certificates, Miscellaneous › 102 - Definitions.

§ 102. Definitions.
(a) As  used  in  this chapter, unless the context otherwise requires,
the term:
(1) "Authorized person" means a person, whether or not a  shareholder,
officer or director, who is authorized to act on behalf of a corporation
or foreign corporation.
(2) "Bonds"  includes  secured  and  unsecured  bonds, debentures, and
notes.
(3) "Certificate  of  incorporation"   includes   (A)   the   original
certificate  of  incorporation  or  any other instrument filed or issued
under any statute to form a domestic or foreign corporation, as amended,
supplemented  or  restated  by  certificates  of  amendment,  merger  or
consolidation or other certificates or instruments filed or issued under
any  statute;  or  (B)  a  special act or charter creating a domestic or
foreign corporation, as amended, supplemented or restated.
(4) "Corporation" or "domestic corporation" means  a  corporation  for
profit  formed under this chapter, or existing on its effective date and
theretofore formed under any other general statute or by any special act
of this state for a purpose or purposes for which a corporation  may  be
formed  under this chapter, other than a corporation which may be formed
under the cooperative corporations law.
(5) "Director"  means  any  member  of  the  governing  board   of   a
corporation, whether designated as director, trustee, manager, governor,
or by any other title. The term "board" means "board of directors".
(7) "Foreign  corporation" means a corporation for profit formed under
laws other than the statutes of this state, which has as its purpose  or
among its purposes a purpose for which a corporation may be formed under
this  chapter,  other  than a corporation which, if it were to be formed
currently under the laws of this state, could not be formed  under  this
chapter.  "Authorized", when used with respect to a foreign corporation,
means having authority under article 13  (Foreign  corporations)  to  do
business in this state.
(7-a) "Infant" means a person who has not attained the age of eighteen
years.
(8) "Insolvent"  means being unable to pay debts as they become due in
the usual course of the debtor's business.
(9) "Net assets" means the amount by which the total assets exceed the
total liabilities. Stated capital and surplus are not liabilities.
(10) "Office of a corporation" means the office the location of  which
is stated in the certificate of incorporation of a domestic corporation,
or  in  the  application  for  authority  of a foreign corporation or an
amendment thereof. Such office  need  not  be  a  place  where  business
activities are conducted by such corporation.
(11) "Process" means judicial process and all orders, demands, notices
or  other papers required or permitted by law to be personally served on
a  domestic  or  foreign  corporation,  for  the  purpose  of  acquiring
jurisdiction  of  such corporation in any action or proceeding, civil or
criminal, whether judicial, administrative, arbitrative or otherwise, in
this state or in the federal courts sitting in or for this state.
(12) "Stated capital" means the sum of (A) the par value of all shares
with  par  value  that  have  been  issued,  (B)  the  amount   of   the
consideration  received  for all shares without par value that have been
issued, except such part of the consideration therefor as may have  been
allocated  to surplus in a manner permitted by law, and (C) such amounts
not included in clauses (A) and (B) as have been transferred  to  stated
capital, whether upon the distribution of shares or otherwise, minus all
reductions from such sums as have been effected in a manner permitted by
law.
(13) "Surplus" means the excess of net assets over stated capital.
(14) "Treasury  shares" means shares which have been issued, have been
subsequently acquired, and are retained uncancelled by the  corporation.
Treasury  shares  are issued shares, but not outstanding shares, and are
not assets.