§ 1301 — Authorization of foreign corporations

New York § 1301

• Jurisdiction: New York
• Law BSC: Business Corporation
• Art. 13: Foreign Corporations

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§ 1301. Authorization of foreign corporations.\n (a) A foreign corporation shall not do business in this state until it\nhas been authorized to do so as provided in this article. A foreign\ncorporation may be authorized to do in this state any business which may\nbe done lawfully in this state by a domestic corporation, to the extent\nthat it is authorized to do such business in the jurisdiction of its\nincorporation, but no other business.\n (b) Without excluding other activities which may not constitute doing\nbusiness in this state, a foreign corporation shall not be considered to\nbe doing business in this state, for the purposes of this chapter, by\nreason of carrying on in this state any one or more of the following\nactivities:\n (1) Maintaining or defending any action or proceeding, whether\njudicial, administrative, arbitrative or otherwise, or effecting\nsettlement thereof or the settlement of claims or disputes.\n (2) Holding meetings of its directors or its shareholders.\n (3) Maintaining bank accounts.\n (4) Maintaining offices or agencies only for the transfer, exchange\nand registration of its securities, or appointing and maintaining\ntrustees or depositaries with relation to its securities.\n (c) The specification in paragraph (b) does not establish a standard\nfor activities which may subject a foreign corporation to service of\nprocess under this chapter or any other statute of this state.\n (d) A foreign corporation whose corporate name is not acceptable for\nauthorization pursuant to sections 301 and 302 of this chapter, may\nsubmit in its application for authority pursuant to section 1304 of this\nchapter, a fictitious name under which it shall do business in this\nstate. A fictitious name submitted pursuant to this section shall be\nsubject to the provisions of subparagraphs (2) through (9) of paragraph\n(a) of section 301 and 302 of this chapter. A foreign corporation\nauthorized to do business in this state under a fictitious name pursuant\nto this section, shall use such fictitious name in all of its dealings\nwith the secretary of state and in the conduct of its business in this\nstate. The provisions of section one hundred thirty of the general\nbusiness law shall not apply to any fictitious name filed by a foreign\ncorporation pursuant to this section, and a filing under section one\nhundred thirty of the general business law shall not constitute the\nadoption of a fictitious name.\n