N.Y. General Business Law § 352-a: Foreign corporation to make designation

§ 352-a. Foreign corporation to make designation. 1. If the stocks,

bonds or other securities of a foreign corporation, association, common

law trust or similar organization are offered or advertised for sale

within the state of New York and such corporation, association, common

law trust or other organization has not filed pursuant to laws

heretofore or hereafter existing the designation of a person upon whom

process against it may be served or the designation of the secretary of

state as such person pursuant to section thirteen hundred four of the

business corporation law or other laws heretofore or hereafter existing

or, in lieu thereof, an instrument in writing duly acknowledged and

filed in the office of the secretary of state designating the secretary

of state as the person upon whom may be served any subpoena, subpoena

duces tecum or other process directed to such foreign corporation,

association, common law trust or similar organization and issued in any

investigation, examination or proceeding pending or about to be

instituted under and pursuant to the provisions of this article, the

attorney-general may serve a notice upon such corporation, association,

common law trust or similar organization, or upon any nonresident

officer thereof, by mailing the same in a securely sealed postpaid

wrapper addressed to such corporation, association, common law trust or

similar organization or officer thereof at its or his last known place

of business or residence, and may in such notice require that such

corporation, association, common law trust or similar organization or

such officer furnish a written statement, verified as required in said

notice, giving the information therein specified relating to the stocks,

bonds or other securities of such corporation, association, common law

trust or similar organization or, in the alternative, that such

corporation, association, common law trust or other organization, by its

proper officer or officers, or such officer, shall appear within a

reasonable time from the date of mailing of such notice at a designated

place within this state for examination and shall produce at the time

and place of such examination such books and papers of such corporation,

association, common law trust or similar organization as may be

designated in such notice.

2. If such corporation, association, common law trust or similar

organization or such officer thereof shall fail to furnish the statement

called for by such notice, or shall fail to appear pursuant thereto or

to produce the books and papers required thereby to be produced, or

refuse to submit to examination or to answer any proper question, the

proof of such failure or refusal shall constitute prima facie evidence

that the sale or offering for sale or advertisement of the stocks, bonds

or other securities of such corporation, association, common law trust

or similar organization constitutes a fraudulent practice within the

meaning of this article and may in the discretion of the court be

treated as a sufficient basis for a permanent injunction against the

continuance of such fraudulent practice.

3. The department of state shall keep a record of each process served

upon the secretary of state under this chapter, including the date of

service. It shall, upon request made within ten years of such service,

issue a certificate under its seal certifying as to the receipt of the

process by an authorized person, the date and place of such service and

the receipt of the statutory fee. Process served upon the secretary of

state under this chapter shall be destroyed by him after a period of ten

years from such service.