2023 New York Laws › BSC - Business Corporation › Article 3 - Corporate Name and Service of Process › 306-A - Resignation for Receipt of Process.

§ 306-A. Resignation for receipt of process.
(a)  The  party  (or  his/her  legal representative) whose post office
address has been  supplied  by  a  domestic  corporation  or  authorized
foreign corporation as its address for process may resign. A certificate
entitled  "Certificate  of  Resignation  for  Receipt  of  Process under
Section 306-A of the Business Corporation Law" shall be signed  by  such
party and delivered to the department of state. It shall set forth:
(1)  The  name of the corporation and the date that its certificate of
incorporation or application of authority was filed by the department of
state.
(2) That  the  address  of  the  party  has  been  designated  by  the
corporation  as  the post office address to which the secretary of state
shall mail a copy of any process served on the  secretary  of  state  as
agent for such corporation, and that such party wishes to resign.
(3)  That  sixty  days  prior  to  the  filing  of  the certificate of
resignation with the department of state the party has sent  a  copy  of
the  certificate  of resignation for receipt of process by registered or
certified mail to the address of the registered agent of the designating
corporation,  if  other  than  the  party  filing  the  certificate   of
resignation, for receipt of process, or if the resigning corporation has
no  registered  agent,  then  to  the  last  address  of the designating
corporation known to the party, specifying the address to which the copy
was sent. If there is no registered agent and no known  address  of  the
designating  corporation,  the  party  shall  attach an affidavit to the
certificate stating that a diligent but unsuccessful search was made  by
the party to locate the corporation, specifying what efforts were made.
(4)  That  the  designating  corporation is required to deliver to the
department of state a certificate of amendment or change  providing  for
the  designation  by  the corporation of a new address and that upon its
failure to file such certificate, its authority to do business  in  this
state  shall be suspended, unless the corporation has previously filed a
biennial statement under section four hundred eight of this chapter,  in
which  case  the address of the principal executive office stated in the
last filed biennial statement  shall  constitute  the  new  address  for
process  of  the  corporation,  and  no such certificate of amendment or
change need be filed.
(b) Upon  the  failure  of  the  designating  corporation  to  file  a
certificate  of amendment or change providing for the designation by the
corporation of the new address after the  filing  of  a  certificate  of
resignation  for  receipt  of  process  with the secretary of state, its
authority to do business in this state shall  be  suspended  unless  the
corporation  has previously filed a statement under section four hundred
eight of this chapter, in  which  case  the  address  of  the  principal
executive  office  stated  in the last filed statement, shall constitute
the new address for process of the corporation provided such address  is
different  from  the  previous  address for process, and the corporation
shall not be deemed suspended.
(c) The filing  by  the  department  of  state  of  a  certificate  of
amendment  or  change  or  statement under section four hundred eight of
this chapter providing for a new address by  a  designating  corporation
shall  annul  the  suspension  and  its authority to do business in this
state shall be restored and continue as if no suspension had occurred.
(d) The resignation for receipt of process shall become effective upon
the filing by the department of state of a  certificate  of  resignation
for receipt of process.
(e)  (1) In any case in which a corporation suspended pursuant to this
section would be subject to the personal or other  jurisdiction  of  the
courts  of  this state under article three of the civil practice law and

rules, process against such corporation may be served upon the secretary
of state as its agent pursuant to this section. Such process  may  issue
in any court in this state having jurisdiction of the subject matter.
(2)  Service of such process upon the secretary of state shall be made
by personally delivering to and leaving with him or his deputy, or  with
any person authorized by the secretary of state to receive such service,
at  the  office of the department of state in the city of Albany, a copy
of such process together with the statutory fee, which fee  shall  be  a
taxable disbursement. Such service shall be sufficient if notice thereof
and a copy of the process are:
(i)  delivered  personally  within  or  without  this  state  to  such
corporation by a person and in manner authorized to serve process by law
of the jurisdiction in which service is made, or
(ii) sent by or on behalf of the  plaintiff  to  such  corporation  by
registered  or  certified mail with return receipt requested to the last
address of such corporation known to the plaintiff.
(3) (i) Where service of a copy of process was  effected  by  personal
service,  proof of service shall be by affidavit of compliance with this
section filed, together with the process, within thirty days after  such
service,  with  the  clerk  of  the court in which the action or special
proceeding is pending. Service of process shall complete ten days  after
such papers are filed with the clerk of the court.
(ii)  Where  service  of  a copy of process was effected by mailing in
accordance with this section, proof of service shall be by affidavit  of
compliance  with  this  section filed, together with the process, within
thirty  days  after  receipt  of  the  return  receipt  signed  by   the
corporation,  or  other  official  proof  of delivery or of the original
envelope mailed. If a copy of the process is mailed in  accordance  with
this  section,  there  shall  be  filed with the affidavit of compliance
either the return receipt signed by such corporation or  other  official
proof  of  delivery,  if  acceptance  was  refused  by  it, the original
envelope with a notation by the postal authorities that  acceptance  was
refused.  If  acceptance  was  refused, a copy of the notice and process
together with notice of the mailing by registered or certified mail  and
refusal to accept shall be promptly sent to such corporation at the same
address by ordinary mail and the affidavit of compliance shall so state.
Service  of  process  shall  be  complete ten days after such papers are
filed with the clerk of the court. The refusal to accept delivery of the
registered or certified mail or to sign the  return  receipt  shall  not
affect  the  validity  of  the  service and such corporation refusing to
accept such registered or certified mail shall be charged with knowledge
of the contents thereof.
(4) Service made as provided in this section without the  state  shall
have the same force as personal service made within this state.
(5) Nothing in this section shall affect the right to serve process in
any other manner permitted by law.