N.Y. Insurance Law § 108: Applicability of business corporation law to insurers

§ 108. Applicability of business corporation law to insurers. (a) The

business corporation law applies to every corporation heretofore or

hereafter formed under:

(1) this chapter, except corporations subject to section one thousand

one hundred ten or article forty-three, forty-five, forty-six or

sixty-seven of this chapter, or a captive insurance company formed in

accordance with the not-for-profit corporation law, or

(2) any other statute of this state, or any other law, if the

corporation's purposes include a purpose for which a corporation may be

formed under this chapter.

(b) (1) If any provision of the business corporation law conflicts

with any provision of this chapter, the provision of this chapter shall

prevail, and the conflicting provision of the business corporation law

shall not apply.

(2) If any provision of this chapter relates to a matter embraced in

the business corporation law but is not in conflict therewith, both

provisions shall apply.

(c) The following provisions of the business corporation law shall not

apply to a domestic stock insurer or an authorized stock insurer:

section one hundred six, subsection (a) of section two hundred one,

sections five hundred ten, five hundred eleven, five hundred seventeen,

five hundred eighteen, seven hundred nineteen, nine hundred eight,

articles three, ten and twelve.

(d) The following provisions of the business corporation law shall not

apply to a domestic incorporated mutual insurer or an authorized

incorporated mutual insurer: section one hundred six, subsection (a) of

section two hundred one, sections seven hundred nine, and seven hundred

nineteen, articles three, five, six (except section six hundred

nineteen), nine, ten and twelve.

(e) The following provisions of the business corporation law, in

addition to those referred to in subsections (c) and (d) hereof, do not

apply to an incorporated foreign insurer or an incorporated alien

insurer: sections thirteen hundred one, thirteen hundred two, sections

thirteen hundred four through thirteen hundred six inclusive, sections

thirteen hundred eight through thirteen hundred eleven inclusive,

sections thirteen hundred fifteen, thirteen hundred sixteen and thirteen

hundred eighteen.

(f) A provision of the business corporation law which is referred to

in section thirteen hundred seventeen or thirteen hundred nineteen

thereof is not applicable to an incorporated foreign insurer or an

incorporated alien insurer if such provision of the business corporation

law is made inapplicable to such insurer under subsection (b), (c) or

(d) hereof.

(g) In applying the business corporation law to any corporation

pursuant to this section, unless the context otherwise requires, the

following terms in such law have the following respective meanings:

(1) "Secretary of state" means "superintendent of financial services".

(2) "Department of state" means "department of financial services".

(3) "Corporation" and "domestic corporation" mean an incorporated

"domestic insurer" as defined in section one hundred seven of this

article.

(4) "Foreign corporation" means both an incorporated "foreign insurer"

and an incorporated "alien insurer", as defined in section one hundred

seven of this article.

(5) "Stated capital" means "capital" as defined in section one hundred

seven of this article.

(h) A member of a domestic mutual insurer shall have the rights given

to a "shareholder" in section six hundred nineteen of the business

corporation law.