2023 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.