N.Y. Not-for-Profit Corporation Law § 1312: Termination of existence

§ 1312. Termination of existence.

When an authorized foreign corporation is dissolved or its authority

or existence is otherwise terminated or cancelled in the jurisdiction of

its incorporation or when such foreign corporation is merged into or

consolidated with another foreign corporation, a certificate of the

secretary of state, or official performing the equivalent function as to

corporate records, of the jurisdiction of incorporation of such foreign

corporation attesting to the occurrence of any such event or a certified

copy of an order or decree of a court of such jurisdiction directing the

dissolution of such foreign corporation, the termination of its

existence or the cancellation of its authority shall be delivered to the

department of state. The filing of the certificate, order or decree

shall have the same effect as the filing of a certificate of surrender

of authority under section 1311 (Surrender of authority). The secretary

of state shall continue as agent of the foreign corporation upon whom

process against it may be served in the manner set forth in paragraph

(b) of section 306 (Service of process), in any action or special

proceeding based upon any liability or obligation incurred by the

foreign corporation within this state prior to the filing of such

certificate, order or decree and he shall promptly cause a copy of any

such process to be mailed by certified mail, return receipt requested,

to such foreign corporation at the post office address on file in his or

her office specified for such purpose or a notice of the fact that

process against the corporation has been served on him or her to be

emailed to the foreign corporation at the email address on file in his

or her office specified for such purpose. The post office address and/or

email address may be changed by signing and delivering to the department

of state a certificate of change setting forth the statements required

under section 1310 (Certificate of change; contents) to effect a change

in the post office address and/or email address under subparagraph (a)

(7) of section 1308 (Amendments or changes).