N.Y. Tax Law § 203-b: Annulment of authority to do business by foreign corporations

§ 203-b. Annulment of authority to do business by foreign

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 foreign corporations, except banking corporations, fire,

marine, casualty and life insurance companies, co-operative fraternal

insurance companies and building and loan associations, which have been

authorized to do business in this state pursuant to article thirteen or

article fifteen-a of the business corporation law and have not filed

reports required under this article during the period of time next

preceding the date of such certification applicable to business

corporations as set forth in section two hundred three-a of this

chapter, have been delinquent in the payment of taxes duly assessed

pursuant to this article for the period applicable to business

corporations as set forth in such section, or have been delinquent in

the payment of maintenance fees imposed under this article for a period

exceeding ninety days.

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 the authority of such corporations

to do business in this state annulled 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 to have had its authority

annulled 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 whose authority was so annulled 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 whose authority was so annulled 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

annulment of authority 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. 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 annulment 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 amendment of its application for authority under section

thirteen hundred nine of the business corporation law showing a change

of name in compliance with such section. Such certificate shall be

executed in a like manner as if the authority of such corporation had

not been annulled. Any corporation whose authority was annulled pursuant

to this section and desiring to annul the annulment of authority later

than three months from the date of proclamation thereof, may, if such

name is still available pay to the secretary of state the fee (other

than the maintenance fee) 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 of annulment

of authority. 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 annulment of authority 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.