New York Laws
BSC - Business Corporation

108 - When Notice or Lapse of Time Unnecessary; Notices Dispensed With When Delivery Is Prohibited. - (a) Whenever, under this chapter or the certificate of incorporation...

109 - Actions or Special Proceedings by Attorney-General. - (a) The attorney-general may maintain an action or special proceeding:...

110 - Reservation of Power. - The legislature reserves the right, at pleasure, to alter, amend,...

111 - Effect of Invalidity of Part of Chapter; Severability. - If any provision of this chapter or application thereof to...

112 - References. - Unless otherwise stated, all references in this chapter to articles...

Article 2 - Corporate Purposes and Powers

201 - Purposes. - (a) A corporation may be formed under this chapter for...

202 - General Powers. - (a) Each corporation, subject to any limitations provided in this...

203 - Defense of Ultra Vires. - (a) No act of a corporation and no transfer of...

Article 3 - Corporate Name and Service of Process

301 - Corporate Name; General. - (a) Except as otherwise provided in this chapter, the name...

302 - Corporate Name; Exceptions. - (a) Any reference to a corporation in this section except...

303 - Reservation of Name. - (a) A corporate name may be reserved by: (1) Any...

304 - Statutory Designation of Secretary of State as Agent for Service of Process. - (a) The secretary of state shall be the agent of...

304-A - Electronic Service of Process. - The secretary of state shall advise any corporation subject to...

305 - Registered Agent for Service of Process. - (a) In addition to such designation of the secretary of...

306 - Service of Process. - (a) Service of process on a registered agent may be...

306-A - Resignation for Receipt of Process. - (a) The party (or his/her legal representative) whose post office...

307 - Service of Process on Unauthorized Foreign Corporation. - (a) In any case in which a non-domiciliary would be...

308 - Records and Certificates of Department of State. - The department of state shall keep a record of each...

Article 4 - Formation of Corporations

401 - Incorporators. - One or more natural persons of the age of eighteen...

402 - Certificate of Incorporation; Contents. - (a) A certificate, entitled "Certificate of incorporation of ...... (name...

403 - Certificate of Incorporation; Effect. - Upon the filing of the certificate of incorporation by the...

404 - Organization Meeting. - (a) After the corporate existence has begun, an organization meeting...

405-A - Institution for Children; Approval of Certificate. - Every certificate of incorporation which includes among its corporate purposes,...

406 - Filing of a Certificate of Incorporation; Facility for Alcoholism or Alcohol Abuse, Substance Abuse, Substance Dependence, or Chemical Abuse or Depend - or alcohol abuse, substance abuse, substance dependence, or chemical abuse...

408 - Statement; Filing. - (a) The name and business address of its chief executive...

409 - Penalty for Failure to File; Cure. - 1. Each corporation which has failed to file its statement...

Article 5 - Corporate Finance

501 - Authorized Shares. - (a) Every corporation shall have power to create and issue...

502 - Issue of Any Class of Preferred Shares in Series. - (a) If the certificate of incorporation so provides, a corporation...

503 - Subscription for Shares; Time of Payment, Forfeiture for Default. - (a) Unless otherwise provided by the terms of the subscription,...

504 - Consideration and Payment for Shares. - (a) Consideration for the issue of shares shall consist of...

505 - Rights and Options to Purchase Shares; Issue of Rights and Options to Directors, Officers and Employees. - (a) (1) Except as otherwise provided in this section or...

506 - Determination of Stated Capital. - (a) Upon issue by a corporation of shares with a...

507 - Compensation for Formation, Reorganization and Financing. - The reasonable charges and expenses of formation or reorganization of...

508 - Certificates Representing Shares. - (a) The shares of a corporation shall be represented by...

509 - Fractions of a Share or Scrip Authorized. - (a) A corporation may, but shall not be obliged to,...

510 - Dividends or Other Distributions in Cash or Property. - (a) A corporation may declare and pay dividends or make...

511 - Share Distributions and Changes. - (a) A corporation may make pro rata distributions of its...

512 - Redeemable Shares. - (a) Subject to the restrictions contained in section 513 (Purchase,...

513 - Purchase, Redemption and Certain Other Transactions by a Corporation With Respect to Its Own Shares. - (a) Notwithstanding any authority contained in the certificate of incorporation,...

514 - Agreements for Purchase by a Corporation of Its Own Shares. - (a) An agreement for the purchase by a corporation of...

515 - Reacquired Shares. - (a) Shares that have been issued and have been purchased,...

516 - Reduction of Stated Capital in Certain Cases. - (a) Except as otherwise provided in the certificate of incorporation,...

518 - Corporate Bonds. - (a) No corporation shall issue bonds except for money or...

519 - Convertible or Exchangeable Shares and Bonds. - (a) Unless otherwise provided in the certificate of incorporation, and...

520 - Liability for Failure to Disclose Required Information. - Failure of the corporation to comply in good faith with...

Article 6 - Shareholders

601 - By-Laws. - (a) The initial by-laws of a corporation shall be adopted...

602 - Meetings of Shareholders. - (b) (i) A corporation may, if authorized by the board...

603 - Special Meeting for Election of Directors. - (a) If, for a period of one month after the...

604 - Fixing Record Date. - (a) For the purpose of determining the shareholders entitled to...

605 - Notice of Meetings of Shareholders. - (a) Whenever under the provisions of this chapter shareholders are...

606 - Waivers of Notice. - Notice of meeting need not be given to any shareholder...

607 - List of Shareholders at Meetings. - A list of shareholders as of the record date, certified...

608 - Quorum of Shareholders. - (a) The holders of a majority of the votes of...

609 - Proxies. - (a) Every shareholder entitled to vote at a meeting of...

610 - Selection of Inspectors at Shareholders' Meetings. - (a) The board of directors shall appoint one or more...

611 - Duties of Inspectors at Shareholders' Meetings. - (a) The inspectors shall determine the number of shares outstanding...

612 - Qualification of Voters. - (a) Every shareholder of record shall be entitled at every...

613 - Limitations on Right to Vote. - The certificate of incorporation may provide, except as limited by...

614 - Vote of Shareholders. - (a) Directors shall, except as otherwise required by this chapter...

615 - Written Consent of Shareholders, Subscribers or Incorporators Without a Meeting. - (a) Whenever under this chapter shareholders are required or permitted...

616 - Greater Requirement as to Quorum and Vote of Shareholders. - (a) The certificate of incorporation may contain provisions specifying either...

617 - Voting by Class or Classes of Shares. - (a) The certificate of incorporation may contain provisions specifying that...

618 - Cumulative Voting. - The certificate of incorporation of any corporation may provide that...

619 - Powers of Supreme Court Respecting Elections. - Upon the petition of any shareholder aggrieved by an election,...

620 - Agreements as to Voting; Provision in Certificate of Incorporation as to Control of Directors. - (a) An agreement between two or more shareholders, if in...

621 - Voting Trust Agreements. - (a) Any shareholder or shareholders, under an agreement in writing,...

622 - Preemptive Rights. - (a) As used in this section, the term: (1) "Unlimited...

623 - Procedure to Enforce Shareholder's Right to Receive Payment for Shares. - (a) A shareholder intending to enforce his right under a...

624 - Books and Records; Right of Inspection, Prima Facie Evidence. - (a) Each corporation shall keep correct and complete books and...

625 - Infant Shareholders and Bondholders. - (a) A corporation may treat an infant who holds shares...

626 - Shareholders' Derivative Action Brought in the Right of the Corporation to Procure a Judgment in Its Favor. - (a) An action may be brought in the right of...

627 - Security for Expenses in Shareholders' Derivative Action Brought in the Right of the Corporation to Procure a Judgment in Its Favor. - in the right of the corporation to procure a judgment...

628 - Liability of Subscribers and Shareholders. - (a) A holder of or subscriber for shares of a...

629 - Certain Transfers or Assignments by Shareholders or Subscribers; Effect. - effect. Any transfer or assignment by a shareholder of his...

630 - Liability of Shareholders for Wages Due to Laborers, Servants or Employees. - (a) The ten largest shareholders, as determined by the fair...

Article 7 - Directors and Officers

701 - Board of Directors. - Subject to any provision in the certificate of incorporation authorized...

702 - Number of Directors. - (a) The board of directors shall consist of one or...

703 - Election and Term of Directors. - (a) At each annual meeting of shareholders, directors shall be...

704 - Classification of Directors. - (a) The certificate of incorporation or the specific provisions of...

705 - Newly Created Directorships and Vacancies. - (a) Newly created directorships resulting from an increase in the...

706 - Removal of Directors. - (a) Any or all of the directors may be removed...

707 - Quorum of Directors. - Unless a greater proportion is required by the certificate of...

708 - Action by the Board. - (a) Except as otherwise provided in this chapter, any reference...

709 - Greater Requirement as to Quorum and Vote of Directors. - (a) The certificate of incorporation may contain provisions specifying either...

710 - Place and Time of Meetings of the Board. - Meetings of the board, regular or special, may be held...

711 - Notice of Meetings of the Board. - (a) Unless otherwise provided by the by-laws, regular meetings of...

712 - Executive Committee and Other Committees. - (a) If the certificate of incorporation or the by-laws so...

713 - Interested Directors. - (a) No contract or other transaction between a corporation and...

714 - Loans to Directors. - (a) A corporation may not lend money to or guarantee...

715 - Officers. - (a) The board may elect or appoint a president, one...

716 - Removal of Officers. - (a) Any officer elected or appointed by the board may...

717 - Duty of Directors. - (a) A director shall perform his duties as a director,...

718 - List of Directors and Officers. - (a) If a shareholder of a corporation, in person or...

719 - Liability of Directors in Certain Cases. - (a) Directors of a corporation who vote for or concur...

720 - Action Against Directors and Officers for Misconduct. - (a) An action may be brought against one or more...

721 - Nonexclusivity of Statutory Provisions for Indemnification of Directors and Officers. - directors and officers. The indemnification and advancement of expenses granted...

722 - Authorization for Indemnification of Directors and Officers. - (a) A corporation may indemnify any person made, or threatened...

723 - Payment of Indemnification Other Than by Court Award. - (a) A person who has been successful, on the merits...

724 - Indemnification of Directors and Officers by a Court. - (a) Notwithstanding the failure of a corporation to provide indemnification,...

725 - Other Provisions Affecting Indemnification of Directors and Officers. - (a) All expenses incurred in defending a civil or criminal...

726 - Insurance for Indemnification of Directors and Officers. - (a) Subject to paragraph (b), a corporation shall have power...

727 - Annual Reports for Certain Transactions Required. - (a) A condominium created pursuant to the real property law...

Article 8 - Amendments and Changes

801 - Right to Amend Certificate of Incorporation. - (a) A corporation may amend its certificate of incorporation, from...

802 - Reduction of Stated Capital by Amendment. - (a) A corporation may reduce its stated capital by an...

803 - Authorization of Amendment or Change. - (a) Amendment or change of the certificate of incorporation may...

804 - Class Voting on Amendment. - (a) Notwithstanding any provision in the certificate of incorporation, the...

805 - Certificate of Amendment; Contents. - (a) To accomplish any amendment, a certificate of amendment, entitled...

805-A - Certificate of Change; Contents. - (a) Any one or more of the changes authorized by...

806 - Provisions as to Certain Proceedings. - (a) The department of state shall not file a certificate...

807 - Restated Certificate of Incorporation. - (a) A corporation, when authorized by the board, may restate...

808 - Reorganization Under Act of Congress. - (a) Whenever a plan of reorganization of a corporation has...

Article 9 - Merger or Consolidation; Guarantee; Disposition of Assets; Share Exchanges

901 - Power of Merger or Consolidation. - (a) Two or more domestic corporations may, as provided in...

902 - Plan of Merger or Consolidation. - (a) The board of each corporation proposing to participate in...

903 - Authorization by Shareholders. - (a) The board of each constituent corporation, upon adopting such...

904 - Certificate of Merger or Consolidation; Contents. - (a) After adoption of the plan of merger or consolidation...

904-A - Merger or Consolidation of Corporations With Other Business Entities; Certificate of Merger or Consolidation. - (a) After adoption of the agreement of merger or consolidation...

904-B - Merger or Consolidation of Business Corporations Into Non-Profit Corporations. - (a) A domestic business corporation may be merged or consolidated...

905 - Merger of Parent and Subsidiary Corporations. - (a) Any domestic corporation owning at least ninety percent of...

906 - Effect of Merger or Consolidation. - (a) Upon the filing of the certificate of merger or...

907 - Merger or Consolidation of Domestic and Foreign Corporations. - (a) One or more foreign corporations and one or more...

908 - Guarantee Authorized by Shareholders. - A guarantee may be given by a corporation, although not...

909 - Sale, Lease, Exchange or Other Disposition of Assets. - (a) A sale, lease, exchange or other disposition of all...

910 - Right of Shareholder to Receive Payment for Shares Upon Merger or Consolidation, or Sale, Lease, Exchange or Other Disposition of Assets, or Share Exc - (a) A shareholder of a domestic corporation shall, subject to...

911 - Mortgage or Pledge Of, or Security Interest In, Corporate Property. - property. The board may authorize any mortgage or pledge of,...

912 - Requirements Relating to Certain Business Combinations. - (a) For the purposes of this section: (1) "Affiliate" means...

913 - Share Exchanges. - (a) (1) Two domestic corporations may, as provided in this...

Article 10 - Non-Judicial Dissolution

1001 - Authorization of Dissolution. - (a) A corporation may be dissolved under this article. Such...

1002 - Dissolution Under Provision in Certificate of Incorporation. - (a) The certificate of incorporation may contain a provision that...

1003 - Certificate of Dissolution; Contents. - (a) A certificate of dissolution, entitled "Certificate of dissolution of...

1004 - Certificate of Dissolution; Filing. - (a) The department shall not file such certificate unless the...

1005 - Procedure After Dissolution. - (a) After dissolution: (1) The corporation shall carry on no...

1006 - Corporate Action and Survival of Remedies After Dissolution. - (a) A dissolved corporation, its directors, officers and shareholders may...

1007 - Notice to Creditors; Filing or Barring Claims. - (a) At any time after dissolution, the corporation may give...

1008 - Jurisdiction of Supreme Court to Supervise Dissolution and Liquidation. - (a) At any time after the filing of a certificate...

1009 - Applicability to Dissolution Under Other Provisions. - The provisions of sections 1005 (Procedure after dissolution), 1006 (Corporate...

Article 11 - Judicial Dissolution

1101 - Attorney-General's Action for Judicial Dissolution. - (a) The attorney-general may bring an action for the dissolution...

1102 - Directors' Petition for Judicial Dissolution. - If a majority of the board adopts a resolution that...

1103 - Shareholders' Petition for Judicial Dissolution. - (a) If the shareholders of a corporation adopt a resolution...

1104 - Petition in Case of Deadlock Among Directors or Shareholders. - (a) Except as otherwise provided in the certificate of incorporation...

1104-A - Petition for Judicial Dissolution Under Special Circumstances. - (a) The holders of shares representing twenty percent or more...

1105 - Contents of Petition for Judicial Dissolution. - A petition for dissolution shall specify the section or sections...

1106 - Order to Show Cause; Issuance; Publication, Service, Filing. - (a) Upon the presentation of such a petition, the court...

1107 - Amending Papers. - At any stage, before final order, the court may grant...

1108 - Referee. - If a referee was not designated in the order to...

1109 - Hearing and Decision. - At the time and place specified in the order to...

1110 - Application for Final Order. - When the hearing is before a referee, a motion for...

1111 - Judgment or Final Order of Dissolution. - (a) In an action or special proceeding under this article...

1112 - Venue. - An action or special proceeding under this article shall be...

1113 - Preservation of Assets; Appointment of Receiver. - At any stage of an action or special proceeding under...

1114 - Certain Sales, Transfers, Security Interests and Judgments Void. - A sale, mortgage, conveyance or other transfer of, or the...

1115 - Injunction. - (a) At any stage of an action or special proceeding...

1116 - Discontinuance of Action or Special Proceeding. - An action or special proceeding for the dissolution of a...

1117 - Applicability of Other Provisions. - (a) Subject to the provisions of this article, the provisions...

1118 - Purchase of Petitioner's Shares; Valuation. - (a) In any proceeding brought pursuant to section eleven hundred...

Article 12 - Receivership

1201 - Action by Judgment Creditor for Sequestration. - Where final judgment for a sum of money has been...

1202 - Appointment of Receiver of Property of a Domestic or Foreign Corporation. - (a) A receiver of the property of a corporation can...

1203 - Temporary and Permanent Receiver. - (a) At any stage before final judgment or final order...

1204 - Oath and Security. - (a) A receiver, before entering upon his duties, shall: (1)...

1205 - Designation of Depositories by Court. - All orders appointing a receiver of a corporation shall designate...

1206 - Powers of Permanent Receiver. - (a) A permanent receiver, upon qualifying under section 1204 (Oath...

1207 - Duties of Receiver Upon Appointment. - (a) Upon appointment and qualification, a receiver shall have the...

1208 - Penalty for Concealing Property From Receiver. - Any persons having possession of property belonging to the corporation,...

1209 - Recovery of Assets. - (a) Whenever a receiver, by verified petition to the supreme...

1210 - Order of Payment by Receiver. - (a) Laborers' wages shall be preferred claims and entitled to...

1211 - Final Distribution by Receiver. - (a) If there remains property of the corporation after the...

1212 - Disposition of Moneys Retained; Surplus; Unclaimed Distributions. - (a) When any action pending at the time of the...

1213 - Omission or Default of Receiver. - Upon notice to the attorney-general and upon such notice to...

1214 - Application by Attorney-General for Removal of Receiver and to Close Receivership. - (a) Whenever he deems it to be to the advantage...

1215 - Resignation by Receiver; Filling Any Vacancy. - (a) A receiver may petition the court appointing him for...

1216 - Final Accounting; Notice; Duty of Attorney-General. - (a) Within one year after qualifying, the receiver shall apply...

1217 - Commissions. - (a) A receiver shall be entitled, in addition to his...

1218 - Special Provisions Relating to Actions or Special Proceedings Against Foreign Corporations. - (a) In any action or special proceeding brought against a...

Article 13 - Foreign Corporations

1301 - Authorization of Foreign Corporations. - (a) A foreign corporation shall not do business in this...

1302 - Application to Existing Authorized Foreign Corporations. - Every foreign corporation which on the effective date of this...

1303 - Violations. - The attorney-general may bring an action to restrain a foreign...

1304 - Application for Authority; Contents. - (a) A foreign corporation may apply for authority to do...

1305 - Application for Authority; Effect. - Upon filing by the department of state of the application...

1306 - Powers of Authorized Foreign Corporations. - An authorized foreign corporation shall have such powers as are...

1307 - Tenure of Real Property. - A foreign corporation may acquire and hold real property in...

1308 - Amendments or Changes. - (a) An authorized foreign corporation may amend or change its...

1309 - Certificate of Amendment; Contents, Effect. - (a) To accomplish such amendment a certificate, entitled "Certificate of...

1309-A - Certificate of Change; Contents. - (a) In lieu of a certificate of amendment, an authorized...

1310 - Surrender of Authority. - (a) An authorized foreign corporation may surrender its authority. A...

1311 - Termination of Existence. - When an authorized foreign corporation is dissolved or its authority...

1312 - Actions or Special Proceedings by Unauthorized Foreign Corporations. - (a) A foreign corporation doing business in this state without...

1313 - Actions or Special Proceedings by Foreign Corporations. - An action or special proceeding may be maintained by a...

1314 - Actions or Special Proceedings Against Foreign Corporations. - (a) An action or special proceeding against a foreign corporation...

1315 - Record of Shareholders. - (a) Any resident of this state who shall have been...

1316 - Voting Trust Records. - (a) A voting trustee, appointed under a voting trust agreement...

1317 - Liabilities of Directors and Officers of Foreign Corporations. - (a) Except as otherwise provided in this chapter, the directors...

1318 - Liability of Foreign Corporations for Failure to Disclose Required Information. - required information. A foreign corporation doing business in this state...

1319 - Applicability of Other Provisions. - (a) In addition to articles 1 (Short title; definitions; application;...

1320 - Exemption From Certain Provisions. - (a) Notwithstanding any other provision of this chapter, a foreign...

Article 15 - Professional Service Corporations

1501 - Definitions. - (b) "Profession" includes any practice as an attorney and counselor-at-law,...

1502 - Corporations Organized Under Other Provisions of Law. - The provisions of this article shall not apply to corporations...

1503 - Organization. - (a) Notwithstanding any other provision of law, one or more...

1504 - Rendering of Professional Service. - (a) No professional service corporation, including a design professional service...

1505 - Professional Relationships and Liabilities. - (ii) An employee stock ownership plan owning greater than twenty-five...

1506 - Purposes of Incorporation. - No professional service corporation or design professional service corporation shall...

1507 - Issuance of Shares. - (a) A professional service corporation may issue shares only to...

1508 - Directors and Officers. - (a) No individual may be a director or officer of...

1509 - Disqualification of Shareholders, Directors, Officers and Employees. - employees. If any shareholder, director, officer or employee of a...

1510 - Death or Disqualification of Shareholders. - (a) A professional service corporation, including a design professional service...

1511 - Transfer of Shares. - (a) No shareholder of a professional service corporation or a...

1512 - Corporate Name. - (a) Notwithstanding any other provision of law, the name of...

1513 - Business Corporation Law Applicable. - This chapter, except article 13 and article 15-A, shall be...

1514 - Triennial Statement. - (a) Each professional service corporation shall, at least once every...

1515 - Regulation of Professions. - This article shall not repeal, modify or restrict any provision...

1516 - Corporate Mergers, Consolidations and Other Reorganizations. - (a) Notwithstanding any inconsistent provision of this article, and subject...

Article 15-A - Foreign Professional Service Corporations

1525 - Definitions. - (a) "Licensing authority" means the regents of the university of...

1526 - Rendering of Professional Service. - (a) No foreign professional service corporation may render professional services...

1527 - Professional Relationships and Liabilities. - (a) Each shareholder, employee or agent of a foreign professional...

1528 - Foreign Professional Service Corporation. - No foreign professional service corporation shall engage in any business...

1529 - Business Corporation Law Applicable. - Except for the provisions of sections thirteen hundred three, thirteen...

1530 - Filing Requirements. - (a) A foreign professional service corporation may apply for authority...

1531 - Annual Statement. - Each foreign professional service corporation shall, at least once of...

1532 - Regulation of Professions. - (a) This article shall not repeal, modify or restrict any...

1533 - Licensing of Individuals. - No officer, director, shareholder or employee of a foreign professional...

Article 16 - Security Takeover Disclosure Act

1600 - Short Title. - This article shall be known as the security takeover disclosure...

1601 - Definitions. - (a) "Takeover bid" means the acquisition of or offer to...

1602 - Disclosure Requirement. - (a) No offeror shall make a takeover bid unless as...

1603 - Contents of Registration Statement. - (a) The registration statement required to be filed pursuant to...

1604 - Enforcement. - (a) The attorney general may conduct such investigation as he...

1605 - Violations; Penalties. - (a) Every person who willfully violates any provision of this...

1606 - Administration. - (a) This article shall be administered by the attorney general...

1607 - Prosecutions and Immunity. - (a) The attorney general may prosecute every person charged with...

1608 - Designation of Secretary of State for Service. - (a) Every nonresident offeror, whether or not such offeror has...

1609 - Fraudulent, Deceptive or Manipulative Practices. - (a) No person shall make any untrue statement of a...

1610 - Exclusions. - (a) The offeror or the target company is a public...

1611 - Validity; Saving Clause. - In the event any provision or application of this article...

1612 - Requirements for Certain Takeover Bids. - (a) The takeover bid shall be made on the same...

1613 - Private Right of Action. - Any offeree whose equity securities are the subject of a...

Article 17 - Benefit Corporations

1701 - Application and Effect of Article. - (a) This article shall be applicable to all benefit corporations....

1702 - Definitions. - (a) "Benefit corporation" means a business corporation incorporated under this...

1703 - Formation of Benefit Corporations. - A benefit corporation shall be formed in accordance with this...

1704 - Election of an Existing Business Corporation to Become a Benefit Corporation. - (a) A business corporation may become a benefit corporation under...

1705 - Termination of Benefit Corporation Status. - (a) A benefit corporation may terminate its status as such...

1706 - Corporate Purposes. - (a) Every benefit corporation shall have a purpose of creating...

1707 - Standard of Conduct for Directors and Officers. - (a) In discharging the duties of their respective positions, the...

1708 - Annual Benefit Report. - (a) A benefit corporation must deliver to each shareholder an...

1709 - Conspicuous Language on the Face of Certificates. - All certificates representing shares of a benefit corporation shall contain,...

Article 20 - Effective Date

2001 - Effective Date. - This act shall take effect September first, nineteen hundred sixty-three.

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New York Laws BSC - Business Corporation

New York Laws
BSC - Business Corporation