NY Tax L § 203-B (2021)
2021 New York Laws TAX - Tax Article 9 - Corporation Tax 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.