N.Y. Tax Law § 203-A — Dissolution of delinquent business corporations

§ 203-a. Dissolution of delinquent business corporations. 1. On or\nbefore the last day of March, June, September or December in each\ncalendar year, the tax commission may certify and transmit to the\ndepartment of state a list containing the names of any or all such stock\ncorporations and corporations formed for profit, other than corporations\nformed by or under special acts and other than banking, insurance and\nrailroad corporations, as have not filed reports required under this\narticle during the period of two consecutive years next preceding the\ndate of such certification or as have been delinquent in the payment of\ntaxes for any two years duly assessed pursuant to this article.\n 2. If the secretary of state, upon comparing the names so certified\nwith his records, shall discover error, he may return the list to the\ntax commission for correction.\n 3. The secretary of state shall make a proclamation under his hand\nand seal of office, as to the corporations whose names are included in\nsuch list as finally corrected, declaring such corporations dissolved\nand their charters forfeited pursuant to the provisions of this section.\nHe shall file the original proclamation in his office and shall publish\na copy thereof in the state bulletin no later than three months\nfollowing receipt of the list by him.\n 4. Upon the publication of such proclamation in the manner aforesaid,\neach corporation named therein shall be deemed dissolved without further\nlegal proceedings.\n 5. The secretary of state shall mail a copy of the state bulletin\ncontaining such proclamation to the clerk of each county in the state.\nThe county clerk shall file the copy without charge but need not record\nit.\n 6. The names of all corporations so dissolved shall be reserved for a\nperiod of three months immediately following the publication of the\nproclamation, and during such period no corporation shall be formed\nunder a name the same as any name so reserved or so nearly resembling it\nas to be calculated to deceive, nor shall any foreign corporation,\nwithin such period, be authorized to do business in this state under a\nname the same as any name so reserved or so nearly resembling it as to\nbe calculated to deceive.\n 7. Any corporation so dissolved may file in the department of state a\ncertificate of consent of the commissioner of taxation and finance. Such\ncertificate of consent shall be given only if the commissioner of\ntaxation and finance ascertains that all fees and taxes imposed under\nthis chapter or any related statute, as defined in section eighteen\nhundred of this chapter, as well as penalties and interest charges\nrelated thereto, accrued against the corporation have been paid. The\nfiling of such certificate of consent shall have the effect of annulling\nall of the proceedings theretofore taken for the dissolution of such\ncorporation under the provisions of this section and it shall thereupon\nhave such corporate powers, rights, duties and obligations as it had on\nthe date of the publication of the proclamation, with the same force and\neffect as if such proclamation had not been made or published. The fee\nof the secretary of state for filing such certificate shall be fifty\ndollars and if it is filed later than three months after the date of\npublication of the proclamation the secretary of state shall collect a\nfurther sum equal to one-fortieth of one percentum of all shares with\npar value and two and one-half cents for every share without par value\nwhich such corporation was authorized to have at the time of such\npublication. No such certificate shall be filed if the name of the\ncorporation is the same as, or so nearly resembles as to be calculated\nto deceive, that of a domestic corporation formed later than three\nmonths after the publication of the proclamation of dissolution or of a\nforeign corporation which has obtained authority to do business in the\nstate later than three months after such proclamation unless there is\nsimultaneously filed in the department of state a certificate of change\nof name. Such certificate of change of name shall be executed in like\nmanner as if such corporation had not been dissolved. Any corporation\ndissolved pursuant to this section and desiring to annul the dissolution\nproceedings later than three months from the date of proclamation of\ndissolution, may, if such name is still available, pay to the secretary\nof state the fees hereinbefore in this subdivision mentioned, or may\nsubmit with such payment a written application requesting the\nreservation of another available name, and thereupon the secretary of\nstate shall reserve such name for a period of thirty days from the date\nof such payment to permit the completion of such annulment. No moneys so\npaid shall in any event be returned by the secretary of state.\n 8. If, after the publication of such proclamation, it shall appear\nthat the name of any corporation was erroneously included therein, the\nstate tax commission shall so certify to the secretary of state, and the\nsecretary of state shall make appropriate entry on the records of the\ndepartment of state, which entry shall have the effect of annulling all\nof the proceedings theretofore taken for the dissolution of such\ncorporation under the provisions of this section, and it shall have such\ncorporate powers, rights, duties and obligations as it had on the date\nof the publication of the proclamation, with the same force and effect\nas if such proclamation had not been made or published.\n 9. Whenever a corporation shall have complied with subdivision seven\nof this section, or whenever the proceeding specified in subdivision\neight of this section shall have been taken, the secretary of state\nshall publish a notice thereof in the state advertising bulletin and\nshall send a copy of such bulletin to the county clerk of the county in\nwhich, according to his records, the office of the corporation is\nlocated. Such county clerk shall file such copy and make appropriate\nentry on his records without charge.\n 10. The provisions of section twenty-nine of the general corporation\nlaw shall apply to any corporation heretofore or hereafter dissolved\nunder this section except for those corporations governed by the\nbusiness corporation law as to which section one thousand nine of such\nlaw shall apply.\n