Section 1301. Authorization of foreign corporations  


Latest version.
  • (a)   A foreign corporation shall not conduct activities in this state
      until it has been authorized to do so as provided in this  article.    A
      foreign  corporation  may  be  authorized  to  conduct in this state any
      activities which may be conducted lawfully in this state by  a  domestic
      corporation,  to  the  extent  that  it  is  authorized  to conduct such
      activities in the  jurisdiction  of  its  incorporation,  but  no  other
      activities.
        (b)   Without excluding other acts which may not constitute conducting
      activities in this state, a foreign corporation shall not be  considered
      to  be  conducting  activities  in  this state, for the purposes of this
      chapter, by reason of doing in  this  state  any  one  or  more  of  the
      following acts:
        (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 members.
        (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.
        (5)  Granting funds.
        (6)  Distributing information to its members.
        (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 thirteen
      hundred four 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 section 302 of this chapter. A
      foreign corporation authorized to conduct activities 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 activities 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.