§ 352-A — Foreign corporation to make designation

§ 352-a. Foreign corporation to make designation. 1. If the stocks,\nbonds or other securities of a foreign corporation, association, common\nlaw trust or similar organization are offered or advertised for sale\nwithin the state of New York and such corporation, association, common\nlaw trust or other organization has not filed pursuant to laws\nheretofore or hereafter existing the designation of a person upon whom\nprocess against it may be served or the designation of the secretary of\nstate as such person pursuant to section thirteen hundred four of the\nbusiness corporation law or other laws heretofore or hereafter existing\nor, in lieu thereof, an instrument in writing duly acknowledged and\nfiled in the office of the secretary of state designating the secretary\nof state as the person upon whom may be served any subpoena, subpoena\nduces tecum or other process directed to such foreign corporation,\nassociation, common law trust or similar organization and issued in any\ninvestigation, examination or proceeding pending or about to be\ninstituted under and pursuant to the provisions of this article, the\nattorney-general may serve a notice upon such corporation, association,\ncommon law trust or similar organization, or upon any nonresident\nofficer thereof, by mailing the same in a securely sealed postpaid\nwrapper addressed to such corporation, association, common law trust or\nsimilar organization or officer thereof at its or his last known place\nof business or residence, and may in such notice require that such\ncorporation, association, common law trust or similar organization or\nsuch officer furnish a written statement, verified as required in said\nnotice, giving the information therein specified relating to the stocks,\nbonds or other securities of such corporation, association, common law\ntrust or similar organization or, in the alternative, that such\ncorporation, association, common law trust or other organization, by its\nproper officer or officers, or such officer, shall appear within a\nreasonable time from the date of mailing of such notice at a designated\nplace within this state for examination and shall produce at the time\nand place of such examination such books and papers of such corporation,\nassociation, common law trust or similar organization as may be\ndesignated in such notice.\n 2. If such corporation, association, common law trust or similar\norganization or such officer thereof shall fail to furnish the statement\ncalled for by such notice, or shall fail to appear pursuant thereto or\nto produce the books and papers required thereby to be produced, or\nrefuse to submit to examination or to answer any proper question, the\nproof of such failure or refusal shall constitute prima facie evidence\nthat the sale or offering for sale or advertisement of the stocks, bonds\nor other securities of such corporation, association, common law trust\nor similar organization constitutes a fraudulent practice within the\nmeaning of this article and may in the discretion of the court be\ntreated as a sufficient basis for a permanent injunction against the\ncontinuance of such fraudulent practice.\n 3. The department of state shall keep a record of each process served\nupon the secretary of state under this chapter, including the date of\nservice. It shall, upon request made within ten years of such service,\nissue a certificate under its seal certifying as to the receipt of the\nprocess by an authorized person, the date and place of such service and\nthe receipt of the statutory fee. Process served upon the secretary of\nstate under this chapter shall be destroyed by him after a period of ten\nyears from such service.\n