*931OPINION OF THE COURT

Order affirmed, with costs, for the reasons stated in the memorandum at the Appellate Division (105 AD2d 726). We add only that the cpurt properly applied the limited exception to the rule of strict compliance with the requirements of the Business Corporation Law (see, e.g., Matter of Rye Psychiatric Hosp. Center, 66 NY2d 333) recognized in Zion v Kurtz (50 NY2d 92, 102, rearg denied 50 NY2d 1060).

Concur: Chief Judge Wachtler and Judges Jasen, Meyer, Simons, Kaye and Alexander. Taking no part: Judge Titone.