N.Y. Business Corporation Law § 103: Application

§ 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.