N.Y. Not-for-Profit Corporation Law § 1218: Special provisions relating to actions or special proceedings against foreign corporations

§ 1218. Special provisions relating to actions or special proceedings

against foreign corporations.

(a) In any action or special proceeding brought against a foreign

corporation under this article, the following provisions shall apply:

(1) Service of the summons in such action may be made personally

within the state of New York, by delivery of the same to any officer or

director of the corporation, or by publication pursuant to an order

obtained as hereinafter provided.

(2) An order directing service by publication of the summons shall be

made upon application of a plaintiff in any such action and shall be

founded upon a verified complaint, alleging that the defendant is a

foreign corporation and has or may have or may be entitled to assets,

credits, choses in action or other property, tangible or intangible

within the state and that such corporation has been dissolved,

nationalized or that its authority or existence has been terminated or

cancelled in the jurisdiction of its incorporation, or that it has

ceased to conduct its activities, and upon an affidavit reciting that

personal service of the summons cannot be effected within the state with

due diligence and that a temporary receiver of its property within the

state of New York has been appointed pursuant to this article in such

action and that a copy of the order appointing the receiver has been

served personally by or on behalf of such receiver upon a person, firm

or corporation holding property, tangible or intangible, of the said

foreign corporation, or against whom a claim or demand in favor of such

foreign corporation exists and that demand therefor has been made upon

such person, firm or corporation by or on behalf of such receiver.

(3) The order directing service of the summons shall require the

publication thereof in a newspaper published in the state of New York in

the English language at least once a week for four successive weeks, and

shall also require the mailing on or before the date of the first

publication of a copy of the summons, complaint and order to the

corporation at its last known principal or head office in the state or

country of its incorporation.

(4) In any such action, the summons shall be served personally or an

order directing service thereof by publication shall be obtained and the

first publication thereof made within sixty days after the appointment

of the temporary receiver, and if served by publication, the service

shall be made complete by the continuance thereof.

(5) If served by publication, service of the summons shall be deemed

complete on the date of the last publication. The action shall be

deemed commenced upon the issuance of the summons. The order appointing

the receiver and the papers upon which the same is granted shall be

filed in the office of the clerk of the court where the action is

triable within ten days after the order is made.

(6) In the event that the defendant defaults in answering, or if

after a trial the court is satisfied that the defendant has ceased to

conduct its activities by reason of any thing or matter whatsoever, or

that it has been dissolved, nationalized, or its authority or existence

has been otherwise terminated or cancelled, the court shall thereupon

direct judgment, appointing a permanent receiver and directing the

receiver to liquidate the assets, credits, choses in action and

property, tangible and intangible, in the state of New York of the said

defendant, in the manner provided in this article.

(7) The time between the cessation of its activities by the

corporation or its dissolution or nationalization or the termination or

cancellation of its authority or existence and the appointment of a

receiver in this state pursuant to this article, whichever time is

longer, plus three years after such appointment, shall not be a part of

the time limited by domestic or foreign laws for the commencement of an

action or for the assertion of a claim therein by or on behalf of or

against said corporation or by or against said receiver, whether or not

said action or claim has heretofore been barred by any statute of

limitations of this state or of any other state or country.

(8) The existence of and causes of action of or against such

corporation existing at the time of its dissolution, nationalization, or

the termination or cancellation of its authority or existence, or

arising thereafter, shall not be deemed ended, abated or affected

thereby, nor shall actions brought by or against such corporation or a

receiver appointed hereunder or any remedy therein be deemed to have

ended or abated or to have been affected by reason of such dissolution,

nationalization, or termination or cancellation of its authority or

existence. This provision shall apply to all property, tangible and

intangible, debts, demands, and choses in action of such corporation

within the state of New York, and to all litigation heretofore or

hereafter brought in the courts of the state or of the United States to

which the corporation or the receiver of said corporation appointed

pursuant to the provisions of this article is a party. Any receiver

appointed pursuant to the provisions of this article may be substituted

for such corporation in any action or proceeding pending in the courts

of the state or of the United States to which such corporation is a

party and may intervene in any action or proceeding which relates to or

affects any of the assets or claims of the corporation and revive any

action which shall have heretofore or which may hereafter have abated,

and such dissolution, nationalization, or termination or cancellation of

its authority or existence in the jurisdiction of its incorporation, or

any confiscatory law or decree thereof, shall not be deemed to have any

extra-territorial effect or validity as to the property, tangible or

intangible, debts, demands or choses in action of such corporation

within the state or any debts or obligations owing to such corporation

from persons, firms or corporations residing, sojourning or doing

business in the state. Nothing contained in this subdivision shall be

deemed to validate claims for or causes of action or actions to recover

property located in or moneys payable in the jurisdiction of

incorporation which are unenforceable under the laws of such

jurisdiction.

(9) If any receiver or trustee has heretofore been appointed in this

state for such corporation or its property in any action or proceeding,

either before or supplementary to judgment, otherwise than in an action

brought pursuant to this article, such receiver or trustee may be

appointed or continued as the receiver in any action brought pursuant to

the provisions of this article.

(10) The appointment of a receiver or the pendency of an action for

the appointment of such receiver, shall until such receiver shall be

discharged or until such action shall have terminated, be a bar to any

subsequent application or action for the appointment of a receiver of

the assets of the same corporation.

(11) An action shall be commenced within three years from the

discovery by the plaintiff or his predecessor in interest, of any asset

of said corporation in the state of New York.