New York Consolidated Laws, Business Corporation Law - BSC § 102. Definitions




(a) As used in this chapter, unless the context otherwise requires, the term:

(1) “Authorized person” means a person, whether or not a shareholder, officer or director, who is authorized to act on behalf of a corporation or foreign corporation.

(2) “Bonds” includes secured and unsecured bonds, debentures, and notes.

(3) “Certificate of incorporation” includes (A) the original certificate of incorporation or any other instrument filed or issued under any statute to form a domestic or foreign corporation, as amended, supplemented or restated by certificates of amendment, merger or consolidation or other certificates or instruments filed or issued under any statute;  or (B) a special act or charter creating a domestic or foreign corporation, as amended, supplemented or restated.

(4) “Corporation” or “domestic corporation” means a corporation for profit formed under this chapter, or existing on its effective date  1 and theretofore formed under any other general statute or by any special act of this state for a purpose or purposes for which a corporation may be formed under this chapter, other than a corporation which may be formed under the cooperative corporations law.

(5) “Director” means any member of the governing board of a corporation, whether designated as director, trustee, manager, governor, or by any other title.  The term “board” means “board of directors”.

(7) “Foreign corporation” means a corporation for profit formed under laws other than the statutes of this state, which has as its purpose or among its purposes a purpose for which a corporation may be formed under this chapter, other than a corporation which, if it were to be formed currently under the laws of this state, could not be formed under this chapter.  “Authorized”, when used with respect to a foreign corporation, means having authority under article 13 (Foreign corporations) to do business in this state.

(7-a) “Infant” means a person who has not attained the age of eighteen years.

(8) “Insolvent” means being unable to pay debts as they become due in the usual course of the debtor's business.

(9) “Net assets” means the amount by which the total assets exceed the total liabilities.  Stated capital and surplus are not liabilities.

(10) “Office of a corporation” means the office the location of which is stated in the certificate of incorporation of a domestic corporation, or in the application for authority of a foreign corporation or an amendment thereof.  Such office need not be a place where business activities are conducted by such corporation.

(11) “Process” means judicial process and all orders, demands, notices or other papers required or permitted by law to be personally served on a domestic or foreign corporation, for the purpose of acquiring jurisdiction of such corporation in any action or proceeding, civil or criminal, whether judicial, administrative, arbitrative or otherwise, in this state or in the federal courts sitting in or for this state.

(12) “Stated capital” means the sum of (A) the par value of all shares with par value that have been issued, (B) the amount of the consideration received for all shares without par value that have been issued, except such part of the consideration therefor as may have been allocated to surplus in a manner permitted by law, and (C) such amounts not included in clauses (A) and (B) as have been transferred to stated capital, whether upon the distribution of shares or otherwise, minus all reductions from such sums as have been effected in a manner permitted by law.

(13) “Surplus” means the excess of net assets over stated capital.

(14) “Treasury shares” means shares which have been issued, have been subsequently acquired, and are retained uncancelled by the corporation.  Treasury shares are issued shares, but not outstanding shares, and are not assets.

1 September 1, 1963.




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