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This entry was published on 2020-06-19
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SECTION 1301
Authorization of foreign corporations
Business Corporation (BSC) CHAPTER 4, ARTICLE 13
§ 1301. Authorization of foreign corporations.

(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.