N.Y. Business Corporation Law § 306-a: Resignation for receipt of process

§ 306-A. Resignation for receipt of process.

(a) The party (or his/her legal representative) whose post office

address has been supplied by a domestic corporation or authorized

foreign corporation as its address for process may resign. A certificate

entitled "Certificate of Resignation for Receipt of Process under

Section 306-A of the Business Corporation Law" shall be signed by such

party and delivered to the department of state. It shall set forth:

(1) The name of the corporation and the date that its certificate of

incorporation or application of authority was filed by the department of

state.

(2) That the address of the party has been designated by the

corporation as the post office address to which the secretary of state

shall mail a copy of any process served on the secretary of state as

agent for such corporation, and that such party wishes to resign.

(3) That sixty days prior to the filing of the certificate of

resignation with the department of state the party has sent a copy of

the certificate of resignation for receipt of process by registered or

certified mail to the address of the registered agent of the designating

corporation, if other than the party filing the certificate of

resignation, for receipt of process, or if the resigning corporation has

no registered agent, then to the last address of the designating

corporation known to the party, specifying the address to which the copy

was sent. If there is no registered agent and no known address of the

designating corporation, the party shall attach an affidavit to the

certificate stating that a diligent but unsuccessful search was made by

the party to locate the corporation, specifying what efforts were made.

(4) That the designating corporation is required to deliver to the

department of state a certificate of amendment or change providing for

the designation by the corporation of a new address and that upon its

failure to file such certificate, its authority to do business in this

state shall be suspended, unless the corporation has previously filed a

biennial statement under section four hundred eight of this chapter, in

which case the address of the principal executive office stated in the

last filed biennial statement shall constitute the new address for

process of the corporation, and no such certificate of amendment or

change need be filed.

(b) Upon the failure of the designating corporation to file a

certificate of amendment or change providing for the designation by the

corporation of the new address after the filing of a certificate of

resignation for receipt of process with the secretary of state, its

authority to do business in this state shall be suspended unless the

corporation has previously filed a statement under section four hundred

eight of this chapter, in which case the address of the principal

executive office stated in the last filed statement, shall constitute

the new address for process of the corporation provided such address is

different from the previous address for process, and the corporation

shall not be deemed suspended.

(c) The filing by the department of state of a certificate of

amendment or change or statement under section four hundred eight of

this chapter providing for a new address by a designating corporation

shall annul the suspension and its authority to do business in this

state shall be restored and continue as if no suspension had occurred.

(d) The resignation for receipt of process shall become effective upon

the filing by the department of state of a certificate of resignation

for receipt of process.

(e) (1) In any case in which a corporation suspended pursuant to this

section would be subject to the personal or other jurisdiction of the

courts of this state under article three of the civil practice law and

rules, process against such corporation may be served upon the secretary

of state as its agent pursuant to this section. Such process may issue

in any court in this state having jurisdiction of the subject matter.

(2) Service of such process upon the secretary of state shall be made

by personally delivering to and leaving with him or his deputy, or with

any person authorized by the secretary of state to receive such service,

at the office of the department of state in the city of Albany, a copy

of such process together with the statutory fee, which fee shall be a

taxable disbursement. Such service shall be sufficient if notice thereof

and a copy of the process are:

(i) delivered personally within or without this state to such

corporation by a person and in manner authorized to serve process by law

of the jurisdiction in which service is made, or

(ii) sent by or on behalf of the plaintiff to such corporation by

registered or certified mail with return receipt requested to the last

address of such corporation known to the plaintiff.

(3) (i) Where service of a copy of process was effected by personal

service, proof of service shall be by affidavit of compliance with this

section filed, together with the process, within thirty days after such

service, with the clerk of the court in which the action or special

proceeding is pending. Service of process shall complete ten days after

such papers are filed with the clerk of the court.

(ii) Where service of a copy of process was effected by mailing in

accordance with this section, proof of service shall be by affidavit of

compliance with this section filed, together with the process, within

thirty days after receipt of the return receipt signed by the

corporation, or other official proof of delivery or of the original

envelope mailed. If a copy of the process is mailed in accordance with

this section, there shall be filed with the affidavit of compliance

either the return receipt signed by such corporation or other official

proof of delivery, if acceptance was refused by it, the original

envelope with a notation by the postal authorities that acceptance was

refused. If acceptance was refused, a copy of the notice and process

together with notice of the mailing by registered or certified mail and

refusal to accept shall be promptly sent to such corporation at the same

address by ordinary mail and the affidavit of compliance shall so state.

Service of process shall be complete ten days after such papers are

filed with the clerk of the court. The refusal to accept delivery of the

registered or certified mail or to sign the return receipt shall not

affect the validity of the service and such corporation refusing to

accept such registered or certified mail shall be charged with knowledge

of the contents thereof.

(4) Service made as provided in this section without the state shall

have the same force as personal service made within this state.

(5) Nothing in this section shall affect the right to serve process in

any other manner permitted by law.