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This entry was published on 2014-09-22
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SECTION 103
Application
Business Corporation (BSC) CHAPTER 4, ARTICLE 1
§ 103. Application.

(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.