N.Y. Not-for-Profit Corporation Law § 1014: Dissolution of domestic corporations by proclamation

§ 1014. Dissolution of domestic corporations by proclamation.

Every corporation incorporated pursuant to this chapter, other than a

corporation incorporated pursuant to article 15 (Public cemetery

corporations), and registered or required to be registered pursuant to

article 7-A of the executive law or article 8 of the estates, powers and

trusts law shall be subject to dissolution for failure to register or to

file annual financial reports in accordance with the following

procedures:

(a) On or before the last day of March, June, September and December

in each calendar year, the attorney general may certify and transmit to

the department of state a list containing the names of any or all

corporations formed pursuant to this chapter and registered or required

to register pursuant to article 7-A of the executive law or article 8 of

the estates, powers and trusts law that have not filed annual financial

reports for each of the five years immediately preceding the date of

such certification. This section shall not be applicable to corporations

that filed reports deemed by the attorney general to be incomplete,

erroneous or otherwise deficient.

(b) No corporation shall be included in any list prepared pursuant to

paragraph (a) of this section unless (1) in each of the last two years

during which such corporation failed to file its annual report, the

attorney general has sent to such corporation by certified mail return

receipt requested notice that the corporation has failed to file and has

three months from the date of such notice to file all delinquent reports

and complete all registration requirements, provided, however, that if

the last known address of record of the corporation is not within the

United States, the notice to such corporation shall be sent by any other

reasonable means, (2) the second such notice was sent at least six

months prior to the date of the certification required by paragraph (a)

of this section and (3) the attorney general used reasonable diligence

to identify a current address for the corporation.

(c) If the secretary of state, upon comparing the names so certified

with his or her records, shall discover error, he or she may return the

list to the attorney general for correction.

(d) The secretary of state shall make a proclamation under his or her

hand and seal of office as to each list received from the attorney

general declaring any corporations whose names are included in such list

to be dissolved and their certificates of incorporation to be forfeited.

The secretary shall file the original proclamation in his or her office

and shall publish a copy thereof in the state register no later than

three months following receipt of the list by him or her.

(e) Upon the publication of such proclamation in the manner proscribed

in paragraph (d) of this section, each corporation named therein shall

be deemed dissolved without further legal proceedings.

(f) The secretary of state shall mail a copy of the state register

containing such proclamation to the clerk of each county in the state.

The county clerk shall file the copy without charge but need not record

it.

(g) The names of all corporations so dissolved shall be reserved for a

period of one year immediately following the publication of the

proclamation, and during such period no domestic business corporation,

not-for-profit corporation, limited liability company or limited

partnership shall be formed under a name the same as any name so

reserved or which may not be distinguished from any name so reserved,

nor shall any foreign business corporation, not-for-profit corporation,

limited liability company or limited partnership, within such period, be

authorized to do business or conduct activities in this state under a

name the same as any name so reserved or which may not be distinguished

from such any name so reserved.

(h) Any corporation so dissolved may file in the department of state a

written consent by the attorney general to the reinstatement of the

corporation. Such written consent shall be given if the attorney general

shall have received all annual financial reports and fees required by

article 7-A of the executive law and article 8 of the estates, powers

and trusts law and penalties and interest charges related thereto have

been paid or waived. The filing of such consent shall have the effect of

annulling all of the proceedings theretofore taken under the provisions

of this section for the dissolution of such corporation with the same

force and effect as if such proclamation had not been made or published.

The fee of the secretary of state for filing such consent shall be fifty

dollars. No such consent shall be filed if the name of a domestic

not-for-profit corporation, business corporation, not-for-profit

corporation, limited liability company or limited partnership formed

later than one year after the publication of the proclamation of

dissolution, or the name or fictitious name or of a foreign business

corporation, not-for-profit corporation, limited liability company or

limited partnership which has obtained authority to do business or

conduct activities in the state later than one year after such

proclamation, or name which has been reserved later than one year after

such proclamation, is the same as or may not be distinguished from the

name of the corporation filing such consent unless such corporation

simultaneously files in the department of state a certificate of

amendment to change the name of such corporation. Such certificate of

amendment shall be executed in like manner as if such corporation had

not been dissolved.

(i) If, after the publication of such proclamation, it shall appear

that the name of any corporation was erroneously included therein, the

attorney general shall so certify to the secretary of state, and the

secretary of state shall make appropriate entry on the records of the

department of state, which entry shall have the effect of annulling all

of the proceedings theretofore taken under the provisions of this

section for the dissolution of such corporation with the same force and

effect as if such proclamation had not been made or published.

(j) Whenever a corporation shall have complied with paragraph (h) of

this section or whenever the procedures specified in paragraph (i) of

this section shall have been taken, the secretary of state shall publish

a notice thereof in the state register and shall send a copy of such

notice to the county clerk of the county in which, according to his or

her records, the office of the corporation is located. Such county clerk

shall file such copy and make appropriate entry on his or her records

without charge.

(k) If, after the dissolution of any corporation, assets of the

corporation are located, the attorney general shall act with respect to

such assets in accordance with this article and article 11 (Judicial

dissolution).