N.Y. Business Corporation Law § 1301: Authorization of foreign corporations

§ 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.