Not-for-Profit Corporation Law
Article 13, Foreign Corporations
Section
1301. Authorization of foreign corporations.
1302. Application to existing authorized foreign corporations.
1303. Violations.
1304. Application for authority; contents.
1305. Application for authority; effect.
1306. Powers of authorized foreign corporations.
1307. Tenure of real property.
1308. Amendments or changes.
1309. Certificate of amendment; contents, effect.
1310. Certificate of change; contents.
1311. Surrender of authority.
1312. Termination of existence.
1313. Actions or special proceedings by unauthorized foreign
corporations.
1314. Actions or special proceedings by foreign corporations.
1315. Actions or special proceedings against foreign
corporations.
1316. Record of members.
1317. Voting trust records.
1318. Liabilities of directors and officers of foreign
corporations.
1319. Liability of foreign corporations for failure to disclose
required information.
1320. Applicability of other provisions.
1321. Exemption from certain provisions.
S 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.
S 1302. Application to existing authorized foreign corporations.
Every foreign corporation which on the effective date of this chapter
is authorized to conduct activities in this state under a certificate of
authority heretofore issued to it by the secretary of state shall
continue to have such authority. Such foreign corporation, its members,
directors, and officers shall have the same rights, franchises, and
privileges and shall be subject to the same limitations, restrictions,
liabilities, and penalties as a foreign corporation authorized under
this chapter, its members, directors, and officers respectively. A
foreign corporation may by amendment to its certificate of authority set
forth the type of corporation it is under section 201 (Purposes); and in
the absence of such amendment an authorized foreign corporation shall be
a Type B corporation. Reference in this chapter to an application for
authority shall, unless the context otherwise requires, include the
statement and designation and any amendment thereof required to be filed
by the secretary of state under prior statutes to obtain a certificate
of authority.
S 1303. Violations.
The attorney-general may bring an action to restrain a foreign
corporation from conducting in this state without authority any
activities for the conduct of which it is required to be authorized in
the state, or from conducting in this state any activities not set forth
in its application for authority or certificate of amendment filed by
the department of state. The attorney-general may bring an action or
special proceeding to annul the authority of a foreign corporation to
conduct in this state any activities not set forth in its application
for authority or certificate of amendment or the authority of which was
obtained through fraudulent misrepresentation or concealment of a
material fact or to enjoin or annul the authority of any foreign
corporation which within this state contrary to law has done or omitted
any act which if done by a domestic corporation would be a cause for its
dissolution under section 1101 (Attorney-general`s action for judicial
dissolution) or to annul the authority of a foreign corporation that has
been dissolved or has had its authority or existence otherwise
terminated or cancelled in the jurisdiction of its incorporation. The
attorney-general shall deliver a certified copy of the order of
annulment to the department of state. Upon the filing thereof by the
department of state the authority of the foreign corporation to conduct
activities in this state shall be annulled. The secretary of state shall
continue as agent of the foreign corporation upon whom process against
it may be served in any action or special proceeding based upon any
liability or obligation incurred by the foreign corporation within the
state prior to the filing of the certified copy of the order of
annulment by the department of state.
S 1304. Application for authority; contents.
(a) A foreign corporation may apply for authority to conduct
activities in this state by filing an application entitled "Application
for authority of ........ (name of corporation) under section 1304 of
the Not-for-Profit Corporation Law." The application shall be signed
and delivered to the department of state. It shall set forth:
(1) The name of the foreign corporation.
(2) The fictitious name the corporation agrees to use in this state
pursuant to section 1301 of this chapter, if applicable.
(3) The jurisdiction and date of its incorporation.
(4) That the corporation is a foreign corporation as defined in
subparagraph (a) (7) of section 102 (Definitions); the type of
corporation it shall be under section 201 (Purposes); a statement of its
purposes to be pursued in this state and of the activities which it
proposes to conduct in this state; a statement that it is authorized to
conduct those activities in the jurisdiction of its incorporation; and
in the case of a Type C corporation, the lawful public or quasi-public
objective which each business purpose will achieve.
(5) The county within this state in which its office is to be
located.
(6) A designation of the secretary of state as its agent upon whom
process against it may be served and the post office address within or
without this state to which the secretary of state shall mail a copy of
any process against it served upon him.
(7) If it is to have a registered agent, his name and address within
this state and a statement that the registered agent is to be its agent
upon whom process against it may be served.
(8) A statement that the foreign corporation has not, since its
incorporation or since the date its authority to conduct activities in
this state was last surrendered, done any act in this state, except as
set forth in paragraph (b) of section 1301 (Authorization of foreign
corporations); or in lieu of such statement the consent of the state tax
commission to the filing of the application shall be attached thereto.
(9) Any provision required by any governmental body or officer or
other person or body as a condition for giving the consent or approval
required for the filing of such application for authority, provided such
provision is not inconsistent with this chapter or any other statute of
this state.
(b) Attached to the application for authority shall be a certificate
by an authorized officer of the jurisdiction of its incorporation that
the foreign corporation is an existing corporation. If such certificate
is in a foreign language, a translation thereof under oath of the
translator shall be attached thereto.
(c) If the application for authority sets forth any purpose or
activity for which a domestic corporation could be formed only with the
consent or approval of any governmental body or officer, or other person
or body under section 404 (Approvals and consents), such consent or
approval shall be endorsed thereon or annexed thereto.
S 1305. Application for authority; effect.
Upon filing by the department of state of the application for
authority the foreign corporation shall be authorized to conduct in this
state any activities set forth in the application. Such authority shall
continue so long as the corporation retains its authority to conduct
such activities in the jurisdiction of its incorporation and its
authority to conduct activities in this state has not been surrendered,
suspended or annulled in accordance with law.
S 1306. Powers of authorized foreign corporations.
An authorized foreign corporation shall have such powers as are
permitted by the laws of the jurisdiction of its incorporation but no
greater powers than those of a domestic corporation formed for the
purposes set forth in the application for authority.
S 1307. Tenure of real property.
A foreign corporation may acquire and hold real property in this state
in furtherance of its corporate purposes and may convey the same by deed
or otherwise in the same manner as a domestic corporation.
S 1308. Amendments or changes.
(a) An authorized foreign corporation may amend or change its
application for authority from time to time in any and as many of the
following respects as may be desired if the amendments contain only such
provisions as might be lawfully contained in an application for
authority at the time of making such amendment:
(1) To change its corporate name if such change has been effected
under the laws of the jurisdiction of its incorporation.
(2) To change its fictitious name filed pursuant to paragraph (d) of
section 1301 of this chapter, to another fictitious name, if its true
corporate name is not available for use in this state.
(3) To delete its fictitious name filed pursuant to paragraph (d) of
section 1301 of this chapter, if its true corporate name is now
available for use in this state.
(4) To adopt a fictitious name when the corporate name is changed and
is not available in this state.
(5) To enlarge, limit or otherwise change the activities which it
proposes to conduct in this state.
(6) To change the location of its office in this state.
(7) To specify or change the post office address to which the
secretary of state shall mail a copy of any process against it served
upon him.
(8) To make, revoke or change the designation of a registered agent or
to specify or change his address.
S 1309. Certificate of amendment; contents, effect.
(a) To accomplish such amendment a certificate, entitled "Certificate
of amendment of application for authority of ....... (name of
corporation) under section 1309 of the Not-for-Profit Corporation Law,"
shall be signed and delivered to the department of state. It shall set
forth:
(1) The name of the foreign corporation as it appears on the index of
names of existing domestic and authorized foreign corporations of any
type or kind in the department of state and the fictitious name the
corporation has agreed to use in this state pursuant to paragraph (d) of
section 1301 of this chapter.
(2) The jurisdiction of its incorporation.
(3) The date it was authorized to conduct activities in this state.
(4) Each amendment effected thereby.
(5) If the true corporate name of the foreign corporation is to be
changed, a statement that the change of name has been effected under the
laws of the jurisdiction of its incorporation and the date the change
was so effected.
(6) If the activities it proposes to conduct in this state are to be
enlarged, limited or otherwise changed, a statement that it is
authorized to conduct in the jurisdiction of its incorporation the
activities which it proposes to conduct in this state.
(b) If an authorized foreign corporation has changed its name in the
jurisdiction of its incorporation, it shall deliver to the department of
state within twenty days after the change became effective in that
jurisdiction a certificate of amendment under paragraph (a). Upon its
failure to deliver such certificate, its authority to conduct activities
in this state shall upon the expiration of said twenty days be
suspended. The filing by the department of state of a certificate of
amendment changing the corporation name within one hundred twenty days
after the effective date of the change of name in the jurisdiction of
its incorporation shall annul the suspension and its authority to
conduct activities in this state shall be restored and continue as if no
suspension had occurred. The secretary of state shall continue, during
such suspension, as agent of the foreign corporation upon whom process
against the foreign corporation may be served in the manner set forth in
paragraph (b) of section 306 (Service of process).
(c) A certificate of amendment of application for authority shall not
be filed, if the amendment adds, changes or eliminates a purpose, power
or provision the inclusion of which in an application for authority
requires consent or approval of any governmental body or officer or
other person or body, or if the amendment changes the name of a
corporation whose application for authority had such consent or approval
endorsed thereon or annexed thereto, unless such consent or approval is
endorsed on or annexed to the certificate of amendment of application
for authority.
S 1310. Certificate of change; contents.
(a) In lieu of a certificate of amendment, an authorized foreign
corporation, upon compliance with this section, may make any or all of
the following changes in its application for authority:
(1) To change the location of its office in this state.
(2) To specify or change the post office address to which the
secretary of state shall mail a copy of any process against it served
upon him.
(3) To make, revoke or change the designation of a registered agent or
specify or change his address.
(b) To accomplish such change, a certificate entitled "Certificate of
change of application for authority of .......... (name of corporation)
under section 1310 of the Not-for-Profit Corporation Law" shall be
signed and delivered to the department of state. It shall set forth:
(1) The name of the foreign corporation as it appears on the index of
names of existing domestic and authorized foreign corporations of any
type or kind in the department of state and the fictitious name the
corporation has agreed to use in this state pursuant to paragraph (d) of
section 1301 of this chapter.
(2) The jurisdiction of its incorporation.
(3) The date it was authorized to conduct activities in this state.
(4) Each change effected thereby.
(c) A certificate of change of application for authority which changes
only the post office address to which the secretary of state shall mail
a copy of any process against an authorized foreign corporation served
upon him or which changes the address of its registered agent, provided
such address is the address of a person, partnership or other
corporation whose address, as agent, is the address to be changed or who
has been designated as registered agent for such authorized foreign
corporation, may be signed and delivered to the department of state by
such agent. The certificate of change of application for authority shall
set forth the statements required under subparagraphs (1), (2), (3) and
(4) of paragraph (b) of this section; that a notice of the proposed
change was mailed by the party signing the certificate to the authorized
foreign corporation not less than thirty days prior to the date of
delivery to the department and that such corporation has not objected
thereto; and that the party signing the certificate is the agent of such
foreign corporation to whose address the secretary of state is required
to mail copies of process or the registered agent, if such be the case.
A certificate signed and delivered under this paragraph shall not be
deemed to effect a change of location of the office of the corporation
in whose behalf such certificate is filed.
Article 13 Continued . . .
S 1311. Surrender of authority.
(a) An authorized foreign corporation desiring to surrender its
authority shall deliver to the department of state a certificate
entitled "Certificate of surrender of authority of ......... (name of
corporation) under section 1311 of the Not-for-Profit Corporation Law."
The certificate shall be signed. It shall set forth:
(1) The name of the foreign corporation as it appears on the index of
names of existing domestic and authorized foreign corporations of any
type or kind in the department of state and the fictitious name the
corporation has agreed to use in this state pursuant to paragraph (d) of
section 1301 of this chapter.
(2) The jurisdiction of its incorporation.
(3) The date it was authorized to conduct activities in this state.
(4) That it surrenders its authority to conduct activities in this
state.
(5) That it revokes the authority of its registered agent, if any,
previously designated and consents that process against it in any action
or special proceeding based upon any liability or obligation incurred by
it within this state before the filing of the certificate of surrender
may be served on the secretary of state after the filing thereof in the
manner set forth in paragraph (b) of section 306 (Service of process).
(6) A post office address within or without this state to which the
secretary of state shall mail a copy of any process against it served
upon him.
(b) The department shall not file such certificate unless the consent
of the state tax commission to the surrender of authority is attached
thereto.
(c) The authority of the foreign corporation to conduct activities in
this state shall terminate on the filing by the department of state of
the certificate of surrender of authority.
(d) The post office address specified under subparagraph (a) (6) may
be changed by delivering to the department of state a certificate,
entitled "Certificate of amendment of certificate of surrender of
authority of .......... (name of corporation) under section 1311 of the
Not-for-Profit Corporation Law." The certificate shall be signed. It
shall set forth:
(1) The name of the foreign corporation.
(2) The jurisdiction of its incorporation.
(3) The date its certificate of surrender of authority was filed by
the department of state.
(4) The changed post office address, within or without this state, to
which the secretary of state shall mail a copy of any process against it
served upon him.
S 1312. Termination of existence.
When an authorized foreign corporation is dissolved or its authority
or existence is otherwise terminated or cancelled in the jurisdiction of
its incorporation or when such foreign corporation is merged into or
consolidated with another foreign corporation, a certificate of the
secretary of state, or official performing the equivalent function as to
corporate records, of the jurisdiction of incorporation of such foreign
corporation attesting to the occurrence of any such event or a certified
copy of an order or decree of a court of such jurisdiction directing the
dissolution of such foreign corporation, the termination of its
existence or the cancellation of its authority shall be delivered to the
department of state. The filing of the certificate, order or decree
shall have the same effect as the filing of a certificate of surrender
of authority under section 1311 (Surrender of authority). The secretary
of state shall continue as agent of the foreign corporation upon whom
process against it may be served in the manner set forth in paragraph
(b) of section 306 (Service of process), in any action or special
proceeding based upon any liability or obligation incurred by the
foreign corporation within this state prior to the filing of such
certificate, order or decree and he shall promptly cause a copy of any
such process to be mailed by registered mail, return receipt requested,
to such foreign corporation at the post office address on file in his
office specified for such purpose. The post office address may be
changed by signing and delivering to the department of state a
certificate of change setting forth the statements required under
section 1310 (Certificate of change, contents) to effect a change in the
post office address under subparagraph (a) (4) of section 1308
(Amendments or changes).
S 1313. Actions or special proceedings by unauthorized foreign
corporations.
(a) A foreign corporation conducting activities in this state without
authority shall not maintain any action or special proceeding in this
state unless and until such corporation has been authorized to conduct
activities in this state and it has paid to the state all fees,
penalties and franchise taxes, if any, for the years or parts thereof
during which it conducted activities in this state without authority.
This prohibition shall apply to any successor in interest of such
foreign corporation.
(b) The failure of a foreign corporation to obtain authority to
conduct activities in this state shall not impair the validity of any
contract or act of the foreign corporation or the right of any other
party to the contract to maintain any action or special proceeding
thereon, and shall not prevent the foreign corporation from defending
any action or special proceeding in this state.
S 1314. Actions or special proceedings by foreign corporations.
An action or special proceeding may be maintained by a foreign
corporation, in like manner and subject to the same limitations, as an
action or special proceeding brought by a domestic corporation, except
as otherwise prescribed by statute.
S 1315. Actions or special proceedings against foreign corporations.
(a) An action or special proceeding against a foreign corporation may
be maintained by a resident of this state or by a domestic corporation
of any type or kind for any cause of action.
(b) Except as otherwise provided in this article, an action or
special proceeding against a foreign corporation may be maintained by
another foreign corporation of any type or kind or by a nonresident in
the following cases only:
(1) Where the action is brought to recover damages for the breach of
a contract made or to be performed within this state, or relating to
property situated within this state at the time of the making of the
contract.
(2) Where the subject matter of the litigation is situated within
this state.
(3) Where the cause of action arose within this state, except where
the object of the action or special proceeding is to affect the title of
real property situated outside this state.
(4) Where, in any case not included in the preceding subparagraphs, a
non-domiciliary would be subject to the personal jurisdiction of the
courts of this state under section 302 of the civil practice law and
rules.
(5) Where the defendant is a foreign corporation conducting
activities or authorized to conduct activities in this state.
(c) Paragraph (b) does not apply to a corporation which was formed
under the laws of the United States and which maintains an office in
this state.
S 1316. Record of members.
(a) Any resident of this state who shall have been a member of
record, for at least six months immediately preceding his demand, of a
foreign corporation conducting activities in this state, or any resident
of this state authorized in writing by at least five percent of the
members, entitled to vote, of the foreign corporation, upon at least
five days` written demand may require such foreign corporation to
produce a record of its members setting forth the names and addresses of
all members, the number and class of capital certificates held by each
and the dates when they respectively became the owners of record
thereof, and shall have the right to examine in person or by agent or
attorney at the office of the foreign corporation in this state or at
the office of its transfer agent or registrar in this state or at such
other place in any county in this state in which the foreign corporation
is conducting activities as may be designated by the foreign corporation
during the usual business hours, a record of members or an exact copy of
the record of members certified as correct by the corporate officer or
agent responsible for keeping or producing such record and to make
extracts therefrom. In the case of a foreign corporation having shares,
a record of shareholders shall for the purpose of this section be
regarded as a record of members, and holders of voting trust
certificates representing such shares shall for the purpose of this
section be regarded as members.
(b) An examination authorized by paragraph (a) may be denied to such
member or other person upon his refusal to furnish to the foreign
corporation or its transfer agent or registrar an affidavit that such
inspection is not desired for a purpose which is in the interests of a
business or object other than the activities of the foreign corporation
and that such member or other person has not within five years sold or
offered for sale any list or record of members of any corporation of any
type or kind, whether or not formed under the laws of this state, or
aided or abetted any person in procuring any such list or record of
members for any such purpose.
(c) Upon refusal by the foreign corporation or by an officer or agent
of the foreign corporation to produce for examination or to permit an
examination of the record of members as herein provided, the person
making the demand for production and examination may apply to the
supreme court in the judicial district where the office of the foreign
corporation within this state is located, upon such notice as the court
may direct, for an order directing the foreign corporation, its officer
or agent, to show cause why an order should not be granted directing
such production and permitting such examination by the applicant. Upon
the return day of the order to show cause, the court shall hear the
parties summarily, by affidavit or otherwise, and if it appears that the
applicant is qualified and entitled to such examination, the court shall
grant an order compelling such production for examination and awarding
such further relief as to the court may seem just and proper.
(d) Nothing herein contained shall impair the power of courts to
compel the production for examination of the books of a foreign
corporation. The record of members specified in paragraph (a) shall be
prima facie evidence of the facts therein stated in favor of the
plaintiff in any action or special proceeding against such foreign
corporation or any of its officers, directors or members.
S 1317. Voting trust records.
(a) A voting trustee, appointed under a voting trust agreement to
vote the shares of a foreign corporation conducting activities in this
state, who either has an office in this state or has designated a
transfer agent within this state, shall produce for examination and
permit to be examined in this state, at the office of the foreign
corporation or at his office or at the office of such transfer agent, a
record of voting trust certificate holders setting forth their names,
alphabetically arranged, and addresses, the number and class of shares
represented by the certificates held by them respectively and the dates
when they respectively became the owners thereof, upon the written
demand of any resident of this state who shall have been a voting trust
certificate holder or a shareholder of the foreign corporation for at
least six months immediately preceding his demand, or of any resident of
this state holding, or thereunto authorized in writing by the holders
of, at least five percent of any class of the outstanding shares of such
foreign corporation, either directly or as holders of voting trust
certificates for such shares, subject to the same terms and conditions
set forth with respect to the right of examination of the record of
members of the foreign corporation in section 1316 (Record of members).
(b) The voting trustee shall deposit an exact copy of the voting
trust agreement with the foreign corporation at its office in this state
or at the office of the transfer agent in this state.
(c) The copy of the voting trust agreement shall be subject to the
same right of examination by voting trust certificate holders and by
shareholders of the foreign corporation as is the record of members of a
corporation under section 621 (Books and records; right of inspection,
prima facie evidence).
(d) Upon refusal by a voting trustee or his transfer agent to produce
for examination or to permit an examination of the record of voting
trust certificate holders or of such copy of the voting trust agreement
as herein provided, the person making the demand may apply to the
supreme court, upon such notice as the court may direct, for an order
directing the voting trustee or his transfer agent to show cause why an
order should not be granted directing such production and permitting
such examination. Upon the return day of the order to show cause, the
court shall hear the parties summarily, by affidavit or otherwise, and
if it appears that the applicant is entitled to such examination, the
court shall grant an order compelling such production for examination
and awarding such further relief as to the court may seem just and
proper.
(e) Where the voting trust agreement shall vest in the voting trustee
the right to vote the shares of a foreign corporation which has an
office in this state for conducting activities and either the principal
activity of which is conducted within this state or the greater part of
its property is located within this state, the voting trust agreement is
an express trust created under the laws of this state and the supreme
court upon the petition of a voting trust certificate holder may
exercise such power over the trustee named therein as is granted to the
court by section 7-2.6 of the estates, powers and trusts law.
S 1318. Liabilities of directors and officers of foreign corporations.
(a) Except as otherwise provided in this chapter, the directors and
officers of a foreign corporation conducting activities in this state
are subject, to the same extent as directors and officers of a domestic
corporation, to the provisions of:
(1) Section 719 (Liability of directors in certain cases) except
subparagraph (a) (4) thereof, and
(2) Section 720 (Action against directors and officers for
misconduct)
(b) Any liability imposed by paragraph (a) may be enforced in, and
such relief granted by, the courts in this state, in the same manner as
in the case of a domestic corporation.
S 1319. Liability of foreign corporations for failure to disclose
required information.
A foreign corporation conducting activities in this state shall, in
the same manner as a domestic corporation, disclose to its members of
record who are residents of this state the information required under
Article 5 and shall be liable as provided in section 521 (Liability for
failure to disclose required information) for failure to comply in good
faith with these requirements.
S 1320. Applicability of other provisions.
(a) In additions to articles 1 (Short title; definitions;
application; certificates; miscellaneous) and 3 (Corporate name and
service of process) and the other sections of article 13, the following
provisions, to the extent provided therein, shall apply to a foreign
corporation conducting activities in this state, its directors, officers
and members:
(1) Section 623 (Members` derivative action brought in the right of
the corporation to procure a judgment in its favor).
(2) Sections 721 (Exclusivity of statutory provisions for
indemnification of directors and officers) through 727 (Insurance for
indemnification of directors and officers), inclusive.
(3) Section 906 (Merger or consolidation of domestic and foreign
corporations).
S 1321. Exemption from certain provisions.
(a) Notwithstanding any other provision of this chapter, a foreign
corporation conducting activities in this state which is authorized
under this article, its directors, officers and members, shall be exempt
from the provisions of paragraph (e) of section 1317 (Voting trust
records), subparagraph (a) (1) of section 1318 (Liabilities of directors
and officers of foreign corporations), and subparagraph (a) (2) of
section 1320 (Applicability of other provisions) if when such provision
would otherwise apply:
(1) The corporation is a Type A corporation under this chapter; its
principal activities are conducted outside this state; the greater part
of its property is located outside this state; and less than one third
of its members are residents of this state; or
(2) The corporation is a Type B corporation under this chapter; its
principal activities are conducted outside this state; the greater part
of its property is located outside this state; and less than ten per
cent of its annual revenues is derived from solicitation of funds within
this state; or
(3) The corporation is a Type C corporation under this chapter; its
principal activities are conducted outside this state; the greater part
of its property is located outside this state; and less than one half of
its revenues for the preceding three fiscal years, or such portion
thereof as the foreign corporation was in existence, was derived from
sources within this state.