§ 112 — Actions or special proceedings by attorney-general

New York § 112

• Jurisdiction: New York
• Law NPC: Not-for-Profit Corporation
• Art. 1: Short Title; Definitions; Application; Certificates; Miscellaneous

Text

§ 112. Actions or special proceedings by attorney-general.\n (a) The attorney-general may maintain an action or special proceeding:\n (1) To annul the corporate existence or dissolve a corporation that\nhas acted beyond its capacity or power or to restrain it from carrying\non unauthorized activities;\n (2) To annul the corporate existence or dissolve any corporation that\nhas not been duly formed;\n (3) To restrain any person or persons from acting as a domestic or\nforeign corporation within this state without being duly incorporated or\nfrom exercising in this state any corporate rights, privileges or\nfranchises not granted to them by the law of the state;\n (4) To procure a judgment removing a director of a corporation for\ncause under section 706 (Removal of directors);\n (5) To dissolve a corporation under article 11 (Judicial dissolution);\n (6) To restrain a foreign corporation or to annul its authority to\ncarry on activities in this state under section 1303 (Violations).\n (7) To enforce any right given under this chapter to members, a\ndirector or an officer of a charitable corporation. The attorney-general\nshall have the same status as such members, director or officer.\n (8) To compel the directors and officers, or any of them, of a\ncharitable corporation which has been dissolved under section 1011\n(Dissolution for failure to file certificate of type of Not-for-Profit\nCorporation Law under section 113) to account for the assets of the\ndissolved corporation.\n (9) Upon application, ex parte, for an order to the supreme court at a\nspecial term held within the judicial district where the office of the\ncorporation is located, and if the court so orders, to enforce any right\ngiven under this chapter to members, a director or an officer of a\nnon-charitable corporation. For such purpose, the attorney-general shall\nhave the same status as such members, director or officer.\n (10) To enjoin, void or rescind any related party transaction, seek\ndamages and other appropriate remedies, in law or equity, in addition to\nany actions pursuant to section 715 (Related party transactions) of this\nchapter.\n (b) In an action or special proceeding brought by the attorney-general\nunder any of the provisions of this chapter:\n (1) If an action, it is triable by jury as a matter of right.\n (2) The court may confer immunity in accordance with the provisions of\nsection six hundred nineteen-c of the code of criminal procedure.\n (3) A temporary restraining order to restrain the commission or\ncontinuance of the unlawful acts which form the basis of the action or\nspecial proceeding may be granted upon proof, by affidavit, that the\ndefendant or defendants have committed or are about to commit such acts.\nApplication for such restraining order may be made ex parte or upon such\nnotice as the court may direct.\n (4) If the action or special proceeding is against a foreign\ncorporation, the attorney-general may apply to the court at any stage\nthereof for the appointment of a temporary receiver of the assets in\nthis state of such foreign corporation, whenever it has assets or\nproperty of any kind whatsoever, tangible or intangible, within this\nstate.\n (5) When final judgment in such action or special proceeding is\nrendered against the defendant or defendants, the court may direct the\ncosts to be collected by execution against any or all of the defendants\nor by order of attachment or other process against the person of any\ndirector or officer of a corporate defendant.\n (6) In connection with any such proposed action or special proceeding,\nthe attorney-general may take proof and issue subpoenas in accordance\nwith the civil practice law and rules.\n (c) In any such action or special proceeding against a foreign\ncorporation which has not designated the secretary of state as its agent\nfor service of process under section 304 (Statutory designation of\nsecretary of state as agent for service of process), any of the\nfollowing acts in this state by such foreign corporation shall\nconstitute the appointment by it of the secretary of state as its agent\nupon whom process against such foreign corporation may be served.\n (1) As used in this paragraph the term "resident" shall include\nindividuals, domestic corporations of any kind and foreign corporations\nof any kind authorized to do business or carry on activities in the\nstate.\n (2) Any act done, or representation made as part of a course of the\nsolicitation of orders, or the issuance, or the delivery of contracts\nfor, or the sale of, property, or the performance of services to\nresidents which involves or promotes a plan or scheme to defraud\nresidents in violation of the laws or the public policy of the state.\n (3) Any act done as part of a course of conduct of business or\nactivities in the solicitation of orders from residents for property,\ngoods or services, to be delivered or rendered within this state to, or\non their behalf, where the orders or contracts are executed by such\nresidents within this state and where such orders or contracts are\naccompanied or followed by an earnest money deposit or other down\npayment or any installment payment thereon or any other form of payment,\nwhich payment is either delivered in or transmitted from the state.\n (4) Any act done as part of the conduct of a course of business or\nactivities with residents which defrauds such residents or otherwise\ninvolves or promotes an attempt by such foreign corporation to\ncircumvent the laws of this state.\n (d) Paragraphs (b), (c), (d) and (e) of section 307 (Service of\nprocess of unauthorized foreign corporation) shall apply to process\nserved under paragraph (c).\n