New York State Assembly

 
•  Summary 
 
•  Actions 
 
•  Committee Votes 
 
•  Floor Votes 
 
•  Memo 
 
•  Text 

S06379 Summary:

S06379 Actions:

S06379 Committee Votes:

S06379 Floor Votes:

S06379 Text:

 
                STATE OF NEW YORK
        ________________________________________________________________________
 
                                         6379--A
            Cal. No. 10
 
                    IN SENATE
 
                                     January 8, 2016
                                       ___________
 
        Introduced  by  Sen.  FARLEY -- read twice and ordered printed, and when
          printed to be committed to the Committee on Rules -- reported  favora-
          bly  from said committee, ordered to a third reading, passed by Senate
          and delivered to the Assembly, recalled, vote  reconsidered,  restored
          to  third  reading, amended and ordered reprinted, retaining its place
          in the order of third reading
 
        AN ACT to amend the business corporation law, in relation to the  appli-
          cability of provisions relating to liability of shareholders for wages
          due  to  laborers,  servants  or  employees for certain foreign corpo-
          rations
 
          The People of the State of New York, represented in Senate and  Assem-
        bly, do enact as follows:
 
     1    Section  1.  Paragraph  (a) of section 630 of the business corporation
     2  law, as amended by a chapter of the laws of 2015, amending the  business
     3  corporation  law relating to the applicability of provisions relating to
     4  liability of shareholders for wages due to laborers, servants or employ-
     5  ees for certain foreign corporations, as proposed in  legislative  bills
     6  numbers S.4476 and A.737, is amended to read as follows:
     7    (a)  The  ten largest shareholders, as determined by the fair value of
     8  their beneficial interest as of the beginning of the period during which
     9  the unpaid services referred to in this section are performed, of  every
    10  domestic  corporation  [(other  than an investment company registered as
    11  such under an act  of  congress  entitled  "Investment  Company  Act  of
    12  1940"),]  or  of  any foreign corporation, when the unpaid services were
    13  performed in the state, no shares of which  are  listed  on  a  national
    14  securities exchange or regularly quoted in an over-the-counter market by
    15  one  or  more  members of a national or an affiliated securities associ-
    16  ation, shall jointly and severally be personally liable for  all  debts,
    17  wages  or  salaries  due  and  owing to any of its laborers, servants or
    18  employees other than contractors, for services  performed  by  them  for
    19  such  corporation. Before such laborer, servant or employee shall charge
    20  such shareholder for such services, he shall give notice in  writing  to
    21  such  shareholder that he intends to hold him liable under this section.
    22  Such notice shall be given within one  hundred  and  eighty  days  after
 
         EXPLANATION--Matter in italics (underscored) is new; matter in brackets
                              [ ] is old law to be omitted.
                                                                   LBD04400-04-6
        S. 6379--A                          2
 
     1  termination  of  such  services, except that if, within such period, the
     2  laborer, servant or employee demands an examination  of  the  record  of
     3  shareholders  under  paragraph  (b)  of  section 624 (Books and records;
     4  right  of inspection, prima facie evidence) of this article, such notice
     5  may be given within sixty days after he has been given  the  opportunity
     6  to  examine  the  record  of  shareholders.    An action to enforce such
     7  liability shall be commenced within ninety days after the return  of  an
     8  execution  unsatisfied against the corporation upon a judgment recovered
     9  against it for such services.  The provisions of  this  paragraph  shall
    10  not  apply  to  an investment company registered as such under an act of
    11  congress entitled "Investment Company Act of 1940."
    12    § 2. Paragraph (a) of section 1319 of the business corporation law, as
    13  amended by chapter 684 of the laws of 1963, subparagraph 4 as amended by
    14  chapter 1007 of the laws of 1969, is amended to read as follows:
    15    (a) In addition to articles 1 (Short title; definitions;  application;
    16  certificates;  miscellaneous) and 3 (Corporate name and service of proc-
    17  ess) and the other sections of article 13  (foreign  corporations),  the
    18  following  provisions,  to the extent provided therein, shall apply to a
    19  foreign corporation doing business in this state, its  directors,  offi-
    20  cers and shareholders:
    21    (1) Section  623  (Procedure to enforce shareholder's right to receive
    22  payment for shares).
    23    (2) Section 626 (Shareholders' derivative action brought in the  right
    24  of the corporation to procure a judgment in its favor).
    25    (3) Section  627  (Security  for  expenses in shareholders' derivative
    26  action brought in the right of the corporation to procure a judgment  in
    27  its favor).
    28    (4) Section  630 (Liability of shareholders for wages due to laborers,
    29  servants or employees).
    30    (5) Sections 721 ([Exclusivity] Nonexclusivity of statutory provisions
    31  for indemnification of directors and officers) through [727] 726 (Insur-
    32  ance for indemnification of directors and officers), inclusive.
    33    [(5)] (6) Section 808 (Reorganization under act of congress).
    34    [(6)] (7) Section 907 (Merger or consolidation of domestic and foreign
    35  corporations).
    36    § 3. This act shall take effect on the  same  date  and  in  the  same
    37  manner  as  a  chapter of the laws of 2015, amending the business corpo-
    38  ration law relating to  the  applicability  of  provisions  relating  to
    39  liability of shareholders for wages due to laborers, servants or employ-
    40  ees  for  certain foreign corporations, as proposed in legislative bills
    41  numbers S.4476 and A.737, takes effect.