§ 102 — Definitions

New York § 102

• Jurisdiction: New York
• Law BSC: Business Corporation
• Art. 1: Short Title; Definitions; Applications; Certificates, Miscellaneous

Text

§ 102. Definitions.\n (a) As used in this chapter, unless the context otherwise requires,\nthe term:\n (1) "Authorized person" means a person, whether or not a shareholder,\nofficer or director, who is authorized to act on behalf of a corporation\nor foreign corporation.\n (2) "Bonds" includes secured and unsecured bonds, debentures, and\nnotes.\n (3) "Certificate of incorporation" includes (A) the original\ncertificate of incorporation or any other instrument filed or issued\nunder any statute to form a domestic or foreign corporation, as amended,\nsupplemented or restated by certificates of amendment, merger or\nconsolidation or other certificates or instruments filed or issued under\nany statute; or (B) a special act or charter creating a domestic or\nforeign corporation, as amended, supplemented or restated.\n (4) "Corporation" or "domestic corporation" means a corporation for\nprofit formed under this chapter, or existing on its effective date and\ntheretofore formed under any other general statute or by any special act\nof this state for a purpose or purposes for which a corporation may be\nformed under this chapter, other than a corporation which may be formed\nunder the cooperative corporations law.\n (5) "Director" means any member of the governing board of a\ncorporation, whether designated as director, trustee, manager, governor,\nor by any other title. The term "board" means "board of directors".\n (7) "Foreign corporation" means a corporation for profit formed under\nlaws other than the statutes of this state, which has as its purpose or\namong its purposes a purpose for which a corporation may be formed under\nthis chapter, other than a corporation which, if it were to be formed\ncurrently under the laws of this state, could not be formed under this\nchapter. "Authorized", when used with respect to a foreign corporation,\nmeans having authority under article 13 (Foreign corporations) to do\nbusiness in this state.\n (7-a) "Infant" means a person who has not attained the age of eighteen\nyears.\n (8) "Insolvent" means being unable to pay debts as they become due in\nthe usual course of the debtor's business.\n (9) "Net assets" means the amount by which the total assets exceed the\ntotal liabilities. Stated capital and surplus are not liabilities.\n (10) "Office of a corporation" means the office the location of which\nis stated in the certificate of incorporation of a domestic corporation,\nor in the application for authority of a foreign corporation or an\namendment thereof. Such office need not be a place where business\nactivities are conducted by such corporation.\n (11) "Process" means judicial process and all orders, demands, notices\nor other papers required or permitted by law to be personally served on\na domestic or foreign corporation, for the purpose of acquiring\njurisdiction of such corporation in any action or proceeding, civil or\ncriminal, whether judicial, administrative, arbitrative or otherwise, in\nthis state or in the federal courts sitting in or for this state.\n (12) "Stated capital" means the sum of (A) the par value of all shares\nwith par value that have been issued, (B) the amount of the\nconsideration received for all shares without par value that have been\nissued, except such part of the consideration therefor as may have been\nallocated to surplus in a manner permitted by law, and (C) such amounts\nnot included in clauses (A) and (B) as have been transferred to stated\ncapital, whether upon the distribution of shares or otherwise, minus all\nreductions from such sums as have been effected in a manner permitted by\nlaw.\n (13) "Surplus" means the excess of net assets over stated capital.\n (14) "Treasury shares" means shares which have been issued, have been\nsubsequently acquired, and are retained uncancelled by the corporation.\nTreasury shares are issued shares, but not outstanding shares, and are\nnot assets.\n