§ 103 — Application

New York § 103

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

Text

§ 103. Application.\n (a) This chapter applies to every domestic corporation and to every\nforeign corporation which is authorized or does business in this state.\nThis chapter also applies to any other domestic corporation or foreign\ncorporation of any type or kind to the extent, if any, provided under\nthis chapter or any law governing such corporation and, if no such\nprovision for application is made, to the extent, if any, that the stock\ncorporation law applied to such corporation immediately prior to the\neffective date of this chapter.\n This chapter also applies to a corporation of any type or kind, formed\nfor profit under any other chapter of the laws of this state except a\nchapter of the consolidated laws, to the extent that provisions of this\nchapter do not conflict with the provisions of such unconsolidated law.\nIf an applicable provision of such unconsolidated law relates to a\nmatter embraced in this chapter but is not in conflict therewith, both\nprovisions shall apply. Any corporation to which this chapter is made\napplicable by this paragraph shall be treated as a "corporation" or\n"domestic corporation" as such terms are used in this chapter, except\nthat the purposes of any such corporation formed or formable under such\nunconsolidated law shall not thereby be extended. For the purpose of\nthis paragraph, the effective date of this chapter as to corporations to\nwhich this chapter is made applicable by this paragraph shall be June\none, nineteen hundred seventy-three.\n This chapter shall not apply to a domestic corporation of any type or\nkind heretofore or hereafter formed under the banking law, insurance\nlaw, railroad law, transportation corporations law or cooperative\ncorporations law, or under any other statute or special act for a\npurpose or purposes for which a corporation may be formed under any of\nsuch laws except to the extent, if any, provided under such law. It\nshall not apply, except to the extent, if any, provided under the\nbanking law, insurance law, railroad law, transportation corporations\nlaw or cooperative corporations law, to a foreign corporation of any\ntype or kind heretofore or hereafter formed which (1) has as its purpose\nor among its purposes a purpose for which a corporation may be formed\nonly under the insurance law, banking law, railroad law, transportation\ncorporations law or cooperative corporations law, and (2) is either an\nauthorized insurer as defined in the insurance law or does in this state\nonly the kind of business which can be done lawfully by a corporation\nformed under the banking law, railroad law, transportation corporations\nlaw or cooperative corporations law, as the case may be. After the\neffective date of this chapter the stock corporation law shall not apply\nto any corporation of any type or kind. The general corporation law\nshall not apply to a corporation of any type or kind to which this\nchapter applies. A reference in any statute of this state, which makes a\nprovision of the stock corporation law applicable to a corporation of\nany type or kind, shall be deemed and construed to refer to and make\napplicable the corresponding provision, if any, of this chapter.\n (b) This chapter applies to commerce with foreign nations and among\nthe several states, and to corporations formed by or under any act of\ncongress, only to the extent permitted under the constitution and laws\nof the United States.\n (c) The enactment of this chapter shall not affect the duration of a\ncorporation which is existing on the effective date of this chapter.\nAny such existing corporation, its shareholders, directors and officers\nshall have the same rights and be subject to the same limitations,\nrestrictions, liabilities and penalties as a corporation formed under\nthis chapter, its shareholders, directors and officers.\n (d) This chapter shall not affect any cause of action, liability,\npenalty or action or special proceeding, which on the effective date of\nthis chapter, is accrued, existing, incurred or pending but the same may\nbe asserted, enforced, prosecuted or defended as if this chapter had not\nbeen enacted.\n (e) After the effective date of this chapter no corporation shall be\nformed under the stock corporation law.\n