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This entry was published on 2014-09-22
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Authorization of foreign corporations
Not-for-Profit Corporation (NPC) CHAPTER 35, ARTICLE 13
§ 1301. Authorization of foreign corporations.

(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

(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.