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This entry was published on 2014-09-22
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SECTION 1218
Special provisions relating to actions or special proceedings against foreign corporations
Not-for-Profit Corporation (NPC) CHAPTER 35, ARTICLE 12
§ 1218. Special provisions relating to actions or special proceedings

against foreign corporations.

(a) In any action or special proceeding brought against a foreign
corporation under this article, the following provisions shall apply:

(1) Service of the summons in such action may be made personally
within the state of New York, by delivery of the same to any officer or
director of the corporation, or by publication pursuant to an order
obtained as hereinafter provided.

(2) An order directing service by publication of the summons shall be
made upon application of a plaintiff in any such action and shall be
founded upon a verified complaint, alleging that the defendant is a
foreign corporation and has or may have or may be entitled to assets,
credits, choses in action or other property, tangible or intangible
within the state and that such corporation has been dissolved,
nationalized or that its authority or existence has been terminated or
cancelled in the jurisdiction of its incorporation, or that it has
ceased to conduct its activities, and upon an affidavit reciting that
personal service of the summons cannot be effected within the state with
due diligence and that a temporary receiver of its property within the
state of New York has been appointed pursuant to this article in such
action and that a copy of the order appointing the receiver has been
served personally by or on behalf of such receiver upon a person, firm
or corporation holding property, tangible or intangible, of the said
foreign corporation, or against whom a claim or demand in favor of such
foreign corporation exists and that demand therefor has been made upon
such person, firm or corporation by or on behalf of such receiver.

(3) The order directing service of the summons shall require the
publication thereof in a newspaper published in the state of New York in
the English language at least once a week for four successive weeks, and
shall also require the mailing on or before the date of the first
publication of a copy of the summons, complaint and order to the
corporation at its last known principal or head office in the state or
country of its incorporation.

(4) In any such action, the summons shall be served personally or an
order directing service thereof by publication shall be obtained and the
first publication thereof made within sixty days after the appointment
of the temporary receiver, and if served by publication, the service
shall be made complete by the continuance thereof.

(5) If served by publication, service of the summons shall be deemed
complete on the date of the last publication. The action shall be
deemed commenced upon the issuance of the summons. The order appointing
the receiver and the papers upon which the same is granted shall be
filed in the office of the clerk of the court where the action is
triable within ten days after the order is made.

(6) In the event that the defendant defaults in answering, or if
after a trial the court is satisfied that the defendant has ceased to
conduct its activities by reason of any thing or matter whatsoever, or
that it has been dissolved, nationalized, or its authority or existence
has been otherwise terminated or cancelled, the court shall thereupon
direct judgment, appointing a permanent receiver and directing the
receiver to liquidate the assets, credits, choses in action and
property, tangible and intangible, in the state of New York of the said
defendant, in the manner provided in this article.

(7) The time between the cessation of its activities by the
corporation or its dissolution or nationalization or the termination or
cancellation of its authority or existence and the appointment of a
receiver in this state pursuant to this article, whichever time is
longer, plus three years after such appointment, shall not be a part of
the time limited by domestic or foreign laws for the commencement of an
action or for the assertion of a claim therein by or on behalf of or
against said corporation or by or against said receiver, whether or not
said action or claim has heretofore been barred by any statute of
limitations of this state or of any other state or country.

(8) The existence of and causes of action of or against such
corporation existing at the time of its dissolution, nationalization, or
the termination or cancellation of its authority or existence, or
arising thereafter, shall not be deemed ended, abated or affected
thereby, nor shall actions brought by or against such corporation or a
receiver appointed hereunder or any remedy therein be deemed to have
ended or abated or to have been affected by reason of such dissolution,
nationalization, or termination or cancellation of its authority or
existence. This provision shall apply to all property, tangible and
intangible, debts, demands, and choses in action of such corporation
within the state of New York, and to all litigation heretofore or
hereafter brought in the courts of the state or of the United States to
which the corporation or the receiver of said corporation appointed
pursuant to the provisions of this article is a party. Any receiver
appointed pursuant to the provisions of this article may be substituted
for such corporation in any action or proceeding pending in the courts
of the state or of the United States to which such corporation is a
party and may intervene in any action or proceeding which relates to or
affects any of the assets or claims of the corporation and revive any
action which shall have heretofore or which may hereafter have abated,
and such dissolution, nationalization, or termination or cancellation of
its authority or existence in the jurisdiction of its incorporation, or
any confiscatory law or decree thereof, shall not be deemed to have any
extra-territorial effect or validity as to the property, tangible or
intangible, debts, demands or choses in action of such corporation
within the state or any debts or obligations owing to such corporation
from persons, firms or corporations residing, sojourning or doing
business in the state. Nothing contained in this subdivision shall be
deemed to validate claims for or causes of action or actions to recover
property located in or moneys payable in the jurisdiction of
incorporation which are unenforceable under the laws of such
jurisdiction.

(9) If any receiver or trustee has heretofore been appointed in this
state for such corporation or its property in any action or proceeding,
either before or supplementary to judgment, otherwise than in an action
brought pursuant to this article, such receiver or trustee may be
appointed or continued as the receiver in any action brought pursuant to
the provisions of this article.

(10) The appointment of a receiver or the pendency of an action for
the appointment of such receiver, shall until such receiver shall be
discharged or until such action shall have terminated, be a bar to any
subsequent application or action for the appointment of a receiver of
the assets of the same corporation.

(11) An action shall be commenced within three years from the
discovery by the plaintiff or his predecessor in interest, of any asset
of said corporation in the state of New York.