S T A T E O F N E W Y O R K
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8473
2009-2010 Regular Sessions
I N A S S E M B L Y
May 21, 2009
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Introduced by M. of A. REILLY -- read once and referred to the Committee
on Corporations, Authorities and Commissions
AN ACT to amend the business corporation law and the not-for-profit
corporation law, in relation to the dissolution and the restraint of
doing business in the state when a corporation, incorporated or
foreign, has been convicted of more than three felonies
THE PEOPLE OF THE STATE OF NEW YORK, REPRESENTED IN SENATE AND ASSEM-
BLY, DO ENACT AS FOLLOWS:
Section 1. Section 1101 of the business corporation law is amended by
adding a new paragraph (d) to read as follows:
(D) THE ATTORNEY-GENERAL SHALL BRING AN ACTION FOR THE DISSOLUTION OF
A CORPORATION UPON THE FOURTH CONVICTION OF A FELONY BY SUCH CORPO-
RATION.
S 2. Section 1303 of the business corporation law, as amended by chap-
ter 198 of the laws of 1984, is amended to read as follows:
S 1303. Violations.
(A) The attorney-general may bring an action to restrain a foreign
corporation from doing in this state without authority any business for
the doing of which it is required to be authorized in this state, or
from doing in this state any business not set forth in its application
for authority or certificate of amendment filed by the department of
state.
(B) The attorney-general may bring an action or special proceeding to
annul the authority of a foreign corporation doing in this state any
business not set forth in its application for authority or certificate
of amendment or the authority of which was obtained through fraudulent
misrepresentation or concealment of a material fact or to enjoin or
annul the authority of any foreign corporation which within this state
contrary to law has done or omitted any act which if done by a domestic
corporation would be a cause for its dissolution under section 1101
(Attorney-general's action for judicial dissolution) or to annul the
EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets
[ ] is old law to be omitted.
LBD11029-01-9
A. 8473 2
authority of a foreign corporation that has been dissolved or had its
authority or existence otherwise terminated or cancelled in the juris-
diction of its incorporation.
(C) THE ATTORNEY-GENERAL SHALL BRING AN ACTION TO RESTRAIN A FOREIGN
CORPORATION FROM CONDUCTING BUSINESS IN THIS STATE UPON THE FOURTH
CONVICTION OF A FELONY BY SUCH FOREIGN CORPORATION.
(D) (1) The attorney-general shall deliver a certified copy of the
order of annulment to the department of state.
(2) Upon the filing thereof by the department of state the authority
of the foreign corporation to do business in this state shall be
annulled.
(3) The secretary of state shall continue as agent of the foreign
corporation upon whom process against it may be served in any action or
special proceeding based upon any liability or obligation incurred by
the foreign corporation within the state prior to the filing of the
certified copy of the order of annulment by the department of state.
S 3. Section 1101 of the not-for-profit corporation law is amended by
adding a new paragraph (d) to read as follows:
(D) THE ATTORNEY-GENERAL SHALL BRING AN ACTION FOR THE DISSOLUTION OF
A CORPORATION UPON THE FOURTH CONVICTION OF A FELONY BY SUCH CORPO-
RATION.
S 4. Section 1303 of the not-for-profit corporation law, as amended by
chapter 198 of the laws of 1984, is amended to read as follows:
S 1303. Violations.
(A) The attorney-general may bring an action to restrain a foreign
corporation from conducting in this state without authority any activ-
ities for the conduct of which it is required to be authorized in the
state, or from conducting in this state any activities not set forth in
its application for authority or certificate of amendment filed by the
department of state.
(B) The attorney-general may bring an action or special proceeding to
annul the authority of a foreign corporation to conduct in this state
any activities not set forth in its application for authority or certif-
icate of amendment or the authority of which was obtained through frau-
dulent misrepresentation or concealment of a material fact or to enjoin
or annul the authority of any foreign corporation which within this
state contrary to law has done or omitted any act which if done by a
domestic corporation would be a cause for its dissolution under section
1101 (Attorney-general's action for judicial dissolution) or to annul
the authority of a foreign corporation that has been dissolved or has
had its authority or existence otherwise terminated or cancelled in the
jurisdiction of its incorporation.
(C) THE ATTORNEY-GENERAL SHALL BRING AN ACTION TO RESTRAIN A FOREIGN
CORPORATION FROM CONDUCTING BUSINESS IN THIS STATE UPON THE FOURTH
CONVICTION OF A FELONY BY SUCH FOREIGN CORPORATION.
(D) (1) The attorney-general shall deliver a certified copy of the
order of annulment to the department of state.
(2) Upon the filing thereof by the department of state the authority
of the foreign corporation to conduct activities in this state shall be
annulled.
(3) The secretary of state shall continue as agent of the foreign
corporation upon whom process against it may be served in any action or
special proceeding based upon any liability or obligation incurred by
the foreign corporation within the state prior to the filing of the
certified copy of the order of annulment by the department of state.
S 5. This act shall take effect immediately.