2023 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.