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