N.Y. Tax Law § 203-a: Dissolution of delinquent business corporations

§ 203-a. Dissolution of delinquent business corporations. 1. On or

before the last day of March, June, September or December in each

calendar year, the tax commission may certify and transmit to the

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

corporations and corporations formed for profit, other than corporations

formed by or under special acts and other than banking, insurance and

railroad corporations, as have not filed reports required under this

article during the period of two consecutive years next preceding the

date of such certification or as have been delinquent in the payment of

taxes for any two years duly assessed pursuant to this article.

2. If the secretary of state, upon comparing the names so certified

with his records, shall discover error, he may return the list to the

tax commission for correction.

3. The secretary of state shall make a proclamation under his hand

and seal of office, as to the corporations whose names are included in

such list as finally corrected, declaring such corporations dissolved

and their charters forfeited pursuant to the provisions of this section.

He shall file the original proclamation in his office and shall publish

a copy thereof in the state bulletin no later than three months

following receipt of the list by him.

4. Upon the publication of such proclamation in the manner aforesaid,

each corporation named therein shall be deemed dissolved without further

legal proceedings.

5. The secretary of state shall mail a copy of the state bulletin

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.

6. The names of all corporations so dissolved shall be reserved for a

period of three months immediately following the publication of the

proclamation, and during such period no corporation shall be formed

under a name the same as any name so reserved or so nearly resembling it

as to be calculated to deceive, nor shall any foreign corporation,

within such period, be authorized to do business in this state under a

name the same as any name so reserved or so nearly resembling it as to

be calculated to deceive.

7. Any corporation so dissolved may file in the department of state a

certificate of consent of the commissioner of taxation and finance. Such

certificate of consent shall be given only if the commissioner of

taxation and finance ascertains that all fees and taxes imposed under

this chapter or any related statute, as defined in section eighteen

hundred of this chapter, as well as penalties and interest charges

related thereto, accrued against the corporation have been paid. The

filing of such certificate of consent shall have the effect of annulling

all of the proceedings theretofore taken for the dissolution of such

corporation under the provisions of this section and it shall thereupon

have such corporate powers, rights, duties and obligations as it had on

the date of the publication of the proclamation, 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 certificate shall be fifty

dollars and if it is filed later than three months after the date of

publication of the proclamation the secretary of state shall collect a

further sum equal to one-fortieth of one percentum of all shares with

par value and two and one-half cents for every share without par value

which such corporation was authorized to have at the time of such

publication. No such certificate shall be filed if the name of the

corporation is the same as, or so nearly resembles as to be calculated

to deceive, that of a domestic corporation formed later than three

months after the publication of the proclamation of dissolution or of a

foreign corporation which has obtained authority to do business in the

state later than three months after such proclamation unless there is

simultaneously filed in the department of state a certificate of change

of name. Such certificate of change of name shall be executed in like

manner as if such corporation had not been dissolved. Any corporation

dissolved pursuant to this section and desiring to annul the dissolution

proceedings later than three months from the date of proclamation of

dissolution, may, if such name is still available, pay to the secretary

of state the fees hereinbefore in this subdivision mentioned, or may

submit with such payment a written application requesting the

reservation of another available name, and thereupon the secretary of

state shall reserve such name for a period of thirty days from the date

of such payment to permit the completion of such annulment. No moneys so

paid shall in any event be returned by the secretary of state.

8. If, after the publication of such proclamation, it shall appear

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

state tax commission 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 for the dissolution of such

corporation under the provisions of this section, and it shall have such

corporate powers, rights, duties and obligations as it had on the date

of the publication of the proclamation, with the same force and effect

as if such proclamation had not been made or published.

9. Whenever a corporation shall have complied with subdivision seven

of this section, or whenever the proceeding specified in subdivision

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

shall publish a notice thereof in the state advertising bulletin and

shall send a copy of such bulletin to the county clerk of the county in

which, according to his records, the office of the corporation is

located. Such county clerk shall file such copy and make appropriate

entry on his records without charge.

10. The provisions of section twenty-nine of the general corporation

law shall apply to any corporation heretofore or hereafter dissolved

under this section except for those corporations governed by the

business corporation law as to which section one thousand nine of such

law shall apply.