N.Y. Not-for-Profit Corporation Law § 1311: Surrender of authority

§ 1311. Surrender of authority.

(a) An authorized foreign corporation desiring to surrender its

authority shall deliver to the department of state a certificate

entitled "Certificate of surrender of authority of ......... (name of

corporation) under section 1311 of the Not-for-Profit Corporation Law."

The certificate shall be signed. 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

kind in the department of state and the fictitious name the corporation

has agreed to use in this state pursuant to paragraph (d) of section

1301 of this article.

(2) The jurisdiction of its incorporation.

(3) The date it was authorized to conduct activities in this state.

(4) That it surrenders its authority to conduct activities 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 conduct activities 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 specified under subparagraph (a) (6) may

be changed by delivering to the department of state a certificate,

entitled "Certificate of amendment of certificate of surrender of

authority of .......... (name of corporation) under section 1311 of the

Not-for-Profit Corporation Law." The certificate shall be signed. 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.