N.Y. Laws » CHAPTER Business Corporation / ARTICLE Short Title; Definitions; Application; Certificates, Miscellaneous
New York Consolidated Laws

N.Y. Business Corporation Law § 102 (2026)

Definitions

✓ text as retrieved May 2026 (this copy records no edition or section history)
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§ 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 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.
Notes of Decisions
Cited in 16 cases, 1990–2016 · leading case: Ashjian v. Orion Power Holdings, Inc., 9 A.D.3d 440 (N.Y. App. Div. 2d Dep't 2004).
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Ashjian v. Orion Power Holdings, Inc., 9 A.D.3d 440 (N.Y. App. Div. 2d Dep't 2004). “Ordered that the order is affirmed, with costs. The plaintiff commenced this action in Kings County, basing venue on the defendants’ residence.”
Bailon v. Avis Rent A Car, Inc., 270 A.D.2d 439 (N.Y. App. Div. 2d Dep't 2000). “However, it is well settled that for venue purposes the sole residence of a foreign corporation is the county in which its principal office is located, as designated in its application for authority to conduct business filed with the State of New York (see, CPLR 503 [c];…”
Stuto v. Kerber, 77 A.D.3d 1233 (N.Y. App. Div. 3d Dep't 2010). · cites it 2× “Similarly, under the Business Corporation Law, the term “[Corporation” refers to domestic corporations (see Business Corporation Law § 102 [a] [4]) and “[Qoreign corporation” has its own separate definition (see Business Corporation Law § 102 [a] [7]). While Business Corporation…”
Stuto v. Kerber, 963 N.E.2d 790 (N.Y. 2012). “We agree with the courts below that the plain language and history of Business Corporation Law § 630 (see Armstrong v Dyer, 268 NY 671 [1935]), as well as other relevant portions of the Business Corporation Law (see Business Corporation Law § 102 [a] [4], [7]; § 1319), reveal…”
Carey v. Anheuser-Busch, Inc., 63 A.D.3d 1094 (N.Y. App. Div. 2d Dep't 2009). “In support of that branch of its motion which was for a change of venue, the defendant, a foreign corporation, failed to produce its application for authority to conduct business filed with the State of New York or otherwise to establish sufficiently that its principal office…”
Myoung Hee Yi v. Meitetsu Express, 78 A.D.3d 914 (N.Y. App. Div. 2d Dep't 2010). “For venue purposes, generally the sole residence of a foreign corporation is the county within the State in which its principal office is located, as designated in its application for authority to conduct business filed with the State of New York, or an amendment thereof (see…”
Johanson v. J.B. Hunt Transp., Inc., 15 A.D.3d 268 (N.Y. App. Div. 1st Dep't 2005). “They argue that the rule is the result of an unwarranted and illogical “stitching together” of CPLR 503 (c), which deems a corporation to be “a resident of the county in which its principal office is located,” and Business Corporation Law § 102 (a) (10), which defines a foreign…”
Am. Bldrs. & Contrs. Supply Co. v. Capitaland Home Improvement Showroom, LLC, 128 A.D.3d 870 (N.Y. App. Div. 2d Dep't 2015). “Indeed, the law is clear that “[f]or purposes of venue, the sole residence of a foreign corporation is the county in which its principal office is located, as designated in its application for authority to conduct business filed with the State of New York” (Ashjian v Orion Power…”
Stuto v. Kerber, 26 Misc. 3d 535 (N.Y. Sup. Ct. 2009). · cites it 2× “” While plaintiff correctly observes that the Business Corporation Law applies to foreign corporations doing business in the state, this argument fails to take into account the effect of Business Corporation Law § 102 (a) (4), which defines the term “ [corporation” as “a…”
Weiss v. Saks Fifth Avenue, 157 A.D.2d 475 (N.Y. App. Div. 1st Dep't 1990). “(See also, Business Corporation Law § 102 [a] [10].) Defendant argues that in opposition to its motion for a change of venue plaintiffs relied on defendant’s principal place of business, set forth as New York County in defendant’s certificate of assumed name, rather than its…”
DeMichael v. Jaeger, 70 A.D.3d 759 (N.Y. App. Div. 2d Dep't 2010). “For venue purposes, the sole residence of a foreign corporation is the county in which its principal office is located, as designated in its application for authority to conduct business filed with the State of New York, or an amendment thereof (see CPLR 503 [c]; Business…”
People v. New York Paving, Inc., 155 Misc. 2d 934 (N.Y. City Crim. Ct. 1992). “Additionally, Business Corporation Law § 102 (a) (11) defines "process” for both civil and criminal actions.”
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