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White, New York Business Entities
Copyright 2017, Matthew Bender & Company, Inc., a member of the LexisNexis Group.

3-13 White, New York Business Entities 13.syn


Foreign Corporations


Steven R. Gersz

Chapter Summary


This chapter provides a comprehensive overview and analysis of Article 13 of the Business Corporation Law, which regulates foreign corporations doing business in New York. " Doing business in New York" refers to corporate activities that are continuous, permanent, and regular.

The chapter describes the statutory requirements governing the contents of an application for a foreign corporation to do business in New York, as well as the effect of a filed application. The chapter also covers amendments or changes to the application for authority.

Additionally, the chapter describes the powers of authorized foreign corporations as limited by the laws of the jurisdiction of their incorporation and New York law.

It discusses foreign corporations' power to acquire, hold, and convey New York real property, as well as their power to engage in other actions and special proceedings. Further, it discusses limitations on unauthorized foreign corporations' power, including the prohibition against participating in all actions and special proceedings. The chapter also addresses statutory authority for the inspection of books, records, and voting trust records of foreign corporations.

Next, the chapter provides an overview of the statutory scheme governing actions or special proceedings against foreign corporation, as well as the liabilities of directors and officers of foreign corporations. For example, the chapter explains that foreign corporations can be liable for failing to disclose required information. Finally, the chapter describes procedures for surrender of authority by a foreign corporation and statutory requirements for termination of a foreign corporation.

New York Business Entities provides comprehensive guidance on starting, maintaining, and terminating businesses in New York. The treatise is organized by statute for efficient navigation, and covers New York's business corporation, limited liability company, not-for-profit corporation, and partnership laws. Additionally, it provides detailed discussions of pre-incorporation planning, federal and state tax considerations and state securities regulation. The treatise provides the full text of each statute, authoritative analysis, practical forms, legislative history, and cross-references to related resources.


New York Business Corporation Law,foreign corporations in New York,liability of foreign corporations in New York,termination of a foreign corporation in New York


Part I, Chapter 1 defines "foreign corporation." Part I, Chapter 3 explains how to serve process on unauthorized foreign corporations. Part II, Chapter 7 discusses the applicability of indemnity provisions to foreign corporations doing business in New York.


For national coverage of a broad scope of legal issues affecting corporate clients, see Business Organizations with Tax Planning (Matthew Bender).

For professional guidance on how corporate officers and directors should approach their duties and how they can protect themselves from legal liability, see Liability of Corporate Officers and Directors (Matthew Bender).

For step-by-step transactional guidance through business as well as commercial matters, see New York Practice Guide: Business and Commercial (Matthew Bender).

See Warren's Forms of Agreements (Matthew Bender) for a comprehensive collection of well-defined, well-prefaced forms covering nearly every transaction that an attorney will encounter in a business practice, including business organization.
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