N.Y. Business Corporation Law § 1310: Surrender of authority

§ 1310. Surrender of authority.

(a) An authorized foreign corporation may surrender its authority. A

certificate, entitled "Certificate of surrender of authority of ........

(name of corporation) under section 1310 of the Business 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, division of corporations or,

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 do business in this state.

(4) That it surrenders its authority to do business 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 or her. The corporation may include an email address to which

the secretary of state shall email a notice of the fact that process

against it has been electronically served upon him or her.

(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 do business 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 and/or the email address specified under

subparagraph (6) of paragraph (a) of this section may be changed. A

certificate, entitled "Certificate of amendment of certificate of

surrender of authority of ........ (name of corporation) under section

1310 of the Business Corporation Law", shall be signed as provided in

paragraph (a) of this section and delivered to the department of state.

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 or her and/or the changed email address to which the

secretary of state shall email a notice of the fact that process against

it has been electronically served upon him or her.