Section 1301. Authorization of foreign corporations  


Latest version.
  • (a) A foreign corporation shall not do business in this state until it
      has  been  authorized  to  do  so  as provided in this article.A foreign
      corporation may be authorized to do in this state any business which may
      be done lawfully in this state by a domestic corporation, to the  extent
      that  it  is  authorized  to do such business in the jurisdiction of its
      incorporation, but no other business.
        (b) Without excluding other activities which may not constitute  doing
      business in this state, a foreign corporation shall not be considered to
      be  doing  business  in this state, for the purposes of this chapter, by
      reason of carrying on in this state any one or  more  of  the  following
      activities:
        (1)  Maintaining  or  defending  any  action  or  proceeding,  whether
      judicial,  administrative,  arbitrative  or  otherwise,   or   effecting
      settlement thereof or the settlement of claims or disputes.
        (2) Holding meetings of its directors or its shareholders.
        (3) Maintaining bank accounts.
        (4)  Maintaining  offices  or agencies only for the transfer, exchange
      and registration  of  its  securities,  or  appointing  and  maintaining
      trustees or depositaries with relation to its securities.
        (c)  The  specification in paragraph (b) does not establish a standard
      for activities which may subject a foreign  corporation  to  service  of
      process under this chapter or any other statute of this state.
        (d)  A  foreign corporation whose corporate name is not acceptable for
      authorization pursuant to sections 301 and  302  of  this  chapter,  may
      submit in its application for authority pursuant to section 1304 of this
      chapter,  a  fictitious  name  under  which it shall do business in this
      state. A fictitious name submitted pursuant to  this  section  shall  be
      subject  to the provisions of subparagraphs (2) through (9) of paragraph
      (a) of section 301 and  302  of  this  chapter.  A  foreign  corporation
      authorized to do business in this state under a fictitious name pursuant
      to  this  section, shall use such fictitious name in all of its dealings
      with the secretary of state and in the conduct of its business  in  this
      state.  The  provisions  of  section  one  hundred thirty of the general
      business law shall not apply to any fictitious name filed by  a  foreign
      corporation  pursuant  to  this  section, and a filing under section one
      hundred thirty of the general business  law  shall  not  constitute  the
      adoption of a fictitious name.