N.Y. Business Corporation Law § 408: Statement; filing

§ 408. Statement; filing.

1. Except as provided in paragraph eight of this section, each

domestic corporation, and each foreign corporation authorized to do

business in this state, shall, during the applicable filing period as

determined by subdivision three of this section, file a statement

setting forth:

(a) The name and business address of its chief executive officer.

(b) The street address of its principal executive office.

(c) The 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. Such address shall supersede any previous address on

file with the department of state for this purpose.

(d) The number of directors constituting the board and how many

directors of such board are women.

2. Except as provided in paragraph eight of this section, such

statement shall be made on forms prescribed by the secretary of state,

and the information therein contained shall be given as of the date of

the execution of the statement. Such statement shall only request

reporting of information required under paragraph one of this section.

It shall be signed and delivered to the department of state.

3. Except as provided in paragraph eight of this section, for the

purpose of this section the applicable filing period for a corporation

shall be the calendar month during which its original certificate of

incorporation or application for authority were filed or the effective

date thereof if stated. The applicable filing period shall only occur:

(a) annually, during the period starting on April 1, 1992 and ending on

March 31, 1994; and (b) biennially, during a period starting on April 1

and ending on March 31 thereafter. Those corporations that filed between

April 1, 1992 and June 30, 1994 shall not be required to file such

statements again until such time as they would have filed, had this

subdivision not been amended.

4. The provisions of paragraph (g) of section one hundred four of this

chapter shall not be applicable to filings pursuant to this section.

5. The provisions of this section and section 409 of this article

shall not apply to a farm corporation. For the purposes of this

subdivision, the term "farm corporation" shall mean any domestic

corporation or foreign corporation authorized to do business in this

state under this chapter engaged in the production of crops, livestock

and livestock products on land used in agricultural production, as

defined in section 301 of the agriculture and markets law. However, this

exception shall not apply to farm corporations that have filed

statements with the department of state which have been submitted

through the department of taxation and finance pursuant to paragraph

eight of this section.

6. No such statement shall be accepted for filing when a certificate

of resignation for receipt of process has been filed under section three

hundred six-A of this chapter unless the corporation has stated a

different address for process which does not include the name of the

party previously designated in the address for process in such

certificate.

7. A domestic corporation or foreign corporation may amend its

statement to change the information required by subparagraphs (a) and

(b) of paragraph one of this section. Such amendment shall be made on

forms prescribed by the secretary of state. It shall be signed and

delivered to the department of state.

8. (a) The commissioner of taxation and finance and the secretary of

state may agree to allow corporations to provide the statement specified

in paragraph one of this section on tax reports filed with the

department of taxation and finance in lieu of biennial statements. This

agreement may apply to tax reports due for tax years starting on or

after January first, two thousand sixteen.

(b) If the agreement described in subparagraph (a) of this paragraph

is made, each corporation required to file the statement specified in

paragraph one of this section that is also subject to tax under article

nine or nine-A of the tax law shall include such statement annually on

its tax report filed with the department of taxation and finance in lieu

of filing a statement under this section with the department of state

and in a manner prescribed by the commissioner of taxation and finance.

However, each corporation required to file a statement under this

section must continue to file the biennial statement required by this

section with the department of state until the corporation in fact has

filed a tax report with the department of taxation and finance that

includes all required information. After that time, the corporation

shall continue to deliver annually the statement specified in paragraph

one of this section on its tax report in lieu of the biennial statement

required by this section.

(c) If the agreement described in subparagraph (a) of this paragraph

is made, the department of taxation and finance shall deliver to the

department of state for filing the statement specified in paragraph one

of this section for each corporation that files a tax report containing

such statement. The department of taxation and finance must, to the

extent feasible, also include the current name of the corporation,

department of state identification number for such corporation, the

name, signature and capacity of the signer of the statement, name and

street address of the filer of the statement, and the email address, if

any, of the filer of the statement.