Section 103. Application  


Latest version.
  • (a) This  chapter  applies  to every domestic corporation and to every
      foreign corporation which is authorized or does business in this  state.
      This  chapter  also applies to any other domestic corporation or foreign
      corporation of any type or kind to the extent, if  any,  provided  under
      this  chapter  or  any  law  governing  such corporation and, if no such
      provision for application is made, to the extent, if any, that the stock
      corporation law applied to such corporation  immediately  prior  to  the
      effective date of this chapter.
        This chapter also applies to a corporation of any type or kind, formed
      for  profit  under  any other chapter of the laws of this state except a
      chapter of the consolidated laws, to the extent that provisions of  this
      chapter  do not conflict with the provisions of such unconsolidated law.
      If an applicable provision of  such  unconsolidated  law  relates  to  a
      matter  embraced  in this chapter but is not in conflict therewith, both
      provisions shall apply. Any corporation to which this  chapter  is  made
      applicable  by  this  paragraph  shall  be treated as a "corporation" or
      "domestic corporation" as such terms are used in  this  chapter,  except
      that  the purposes of any such corporation formed or formable under such
      unconsolidated law shall not thereby be extended.  For  the  purpose  of
      this paragraph, the effective date of this chapter as to corporations to
      which  this  chapter  is made applicable by this paragraph shall be June
      one, nineteen hundred seventy-three.
        This chapter shall not apply to a domestic corporation of any type  or
      kind  heretofore  or  hereafter  formed under the banking law, insurance
      law,  railroad  law,  transportation  corporations  law  or  cooperative
      corporations  law,  or  under  any  other  statute  or special act for a
      purpose or purposes for which a corporation may be formed under  any  of
      such  laws  except  to  the  extent, if any, provided under such law. It
      shall not apply, except to  the  extent,  if  any,  provided  under  the
      banking  law,  insurance  law, railroad law, transportation corporations
      law or cooperative corporations law, to a  foreign  corporation  of  any
      type or kind heretofore or hereafter formed which (1) has as its purpose
      or  among  its  purposes a purpose for which a corporation may be formed
      only under the insurance law, banking law, railroad law,  transportation
      corporations  law  or cooperative corporations law, and (2) is either an
      authorized insurer as defined in the insurance law or does in this state
      only the kind of business which can be done lawfully  by  a  corporation
      formed  under the banking law, railroad law, transportation corporations
      law or cooperative corporations law, as  the  case  may  be.  After  the
      effective date of this chapter the stock corporation law shall not apply
      to  any  corporation  of  any type or kind.  The general corporation law
      shall not apply to a corporation of any  type  or  kind  to  which  this
      chapter applies. A reference in any statute of this state, which makes a
      provision  of  the  stock corporation law applicable to a corporation of
      any type or kind, shall be deemed and construed to  refer  to  and  make
      applicable the corresponding provision, if any, of this chapter.
        (b) This  chapter  applies  to commerce with foreign nations and among
      the several states, and to corporations formed by or under  any  act  of
      congress,  only  to the extent permitted under the constitution and laws
      of the United States.
        (c) The enactment of this chapter shall not affect the duration  of  a
      corporation  which  is  existing  on the effective date of this chapter.
      Any such existing corporation, its shareholders, directors and  officers
      shall  have  the  same  rights  and  be subject to the same limitations,
      restrictions, liabilities and penalties as a  corporation  formed  under
      this chapter, its shareholders, directors and officers.
    
        (d) This  chapter  shall  not  affect  any cause of action, liability,
      penalty or action or special proceeding, which on the effective date  of
      this chapter, is accrued, existing, incurred or pending but the same may
      be asserted, enforced, prosecuted or defended as if this chapter had not
      been enacted.
        (e) After  the  effective date of this chapter no corporation shall be
      formed under the stock corporation law.