N.Y. Not-for-Profit Corporation Law § 1301: Authorization of foreign corporations

§ 1301. Authorization of foreign corporations.

(a) A foreign corporation shall not conduct activities in this state

until it has been authorized to do so as provided in this article. A

foreign corporation may be authorized to conduct in this state any

activities which may be conducted lawfully in this state by a domestic

corporation, to the extent that it is authorized to conduct such

activities in the jurisdiction of its incorporation, but no other

activities.

(b) Without excluding other acts which may not constitute conducting

activities in this state, a foreign corporation shall not be considered

to be conducting activities in this state, for the purposes of this

chapter, by reason of doing in this state any one or more of the

following acts:

(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 members.

(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.

(5) Granting funds.

(6) Distributing information to its members.

(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 thirteen

hundred four 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 section 302 of this chapter. A

foreign corporation authorized to conduct activities 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 activities 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.