2023 New York Laws › NPC - Not-For-Profit Corporation › Article 10 - Non-Judicial Dissolution › 1014 - Dissolution of Domestic Corporations by Proclamation.

§ 1014. Dissolution of domestic corporations by proclamation.
Every  corporation incorporated pursuant to this chapter, other than a
corporation  incorporated  pursuant  to  article  15  (Public   cemetery
corporations),  and  registered or required to be registered pursuant to
article 7-A of the executive law or article 8 of the estates, powers and
trusts law shall be subject to dissolution for failure to register or to
file  annual  financial  reports  in  accordance  with   the   following
procedures:
(a)  On  or before the last day of March, June, September and December
in each calendar year, the attorney general may certify and transmit  to
the  department  of  state  a  list  containing  the names of any or all
corporations formed pursuant to this chapter and registered or  required
to register pursuant to article 7-A of the executive law or article 8 of
the  estates, powers and trusts law that have not filed annual financial
reports for each of the five years immediately  preceding  the  date  of
such certification. This section shall not be applicable to corporations
that  filed  reports  deemed  by  the attorney general to be incomplete,
erroneous or otherwise deficient.
(b) No corporation shall be included in any list prepared pursuant  to
paragraph  (a)  of this section unless (1) in each of the last two years
during which such corporation failed to  file  its  annual  report,  the
attorney  general  has sent to such corporation by certified mail return
receipt requested notice that the corporation has failed to file and has
three months from the date of such notice to file all delinquent reports
and complete all registration requirements, provided, however,  that  if
the  last  known  address of record of the corporation is not within the
United States, the notice to such corporation shall be sent by any other
reasonable means, (2) the second such  notice  was  sent  at  least  six
months  prior to the date of the certification required by paragraph (a)
of this section and (3) the attorney general used  reasonable  diligence
to identify a current address for the corporation.
(c)  If  the secretary of state, upon comparing the names so certified
with his or her records, shall discover error, he or she may return  the
list to the attorney general for correction.
(d)  The secretary of state shall make a proclamation under his or her
hand and seal of office as to  each  list  received  from  the  attorney
general declaring any corporations whose names are included in such list
to be dissolved and their certificates of incorporation to be forfeited.
The  secretary shall file the original proclamation in his or her office
and shall publish a copy thereof in the state  register  no  later  than
three months following receipt of the list by him or her.
(e) Upon the publication of such proclamation in the manner proscribed
in  paragraph  (d) of this section, each corporation named therein shall
be deemed dissolved without further legal proceedings.
(f) The secretary of state shall mail a copy  of  the  state  register
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.
(g) The names of all corporations so dissolved shall be reserved for a
period  of  one  year  immediately  following  the  publication  of  the
proclamation, and during such period no domestic  business  corporation,
not-for-profit   corporation,   limited  liability  company  or  limited
partnership shall be formed under  a  name  the  same  as  any  name  so
reserved  or  which  may not be distinguished from any name so reserved,
nor shall any foreign business corporation, not-for-profit  corporation,
limited liability company or limited partnership, within such period, be
authorized  to  do  business or conduct activities in this state under a

name the same as any name so reserved or which may not be  distinguished
from such any name so reserved.
(h) Any corporation so dissolved may file in the department of state a
written  consent  by  the  attorney  general to the reinstatement of the
corporation. Such written consent shall be given if the attorney general
shall have received all annual financial reports and  fees  required  by
article  7-A  of  the executive law and article 8 of the estates, powers
and trusts law and penalties and interest charges related  thereto  have
been paid or waived. The filing of such consent shall have the effect of
annulling  all of the proceedings theretofore taken under the provisions
of this section for the dissolution of such corporation  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 consent shall be fifty
dollars.  No  such  consent  shall  be  filed  if the name of a domestic
not-for-profit   corporation,   business   corporation,   not-for-profit
corporation,  limited  liability  company  or limited partnership formed
later than one  year  after  the  publication  of  the  proclamation  of
dissolution,  or  the  name  or fictitious name or of a foreign business
corporation, not-for-profit corporation, limited  liability  company  or
limited  partnership  which  has  obtained  authority  to do business or
conduct  activities  in  the  state  later  than  one  year  after  such
proclamation,  or name which has been reserved later than one year after
such proclamation, is the same as or may not be distinguished  from  the
name  of  the  corporation  filing  such consent unless such corporation
simultaneously files  in  the  department  of  state  a  certificate  of
amendment  to  change  the name of such corporation. Such certificate of
amendment shall be executed in like manner as if  such  corporation  had
not been dissolved.
(i)  If,  after  the publication of such proclamation, it shall appear
that the name of any corporation was erroneously included  therein,  the
attorney  general  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  under  the  provisions  of  this
section  for the dissolution of such corporation with the same force and
effect as if such proclamation had not been made or published.
(j) Whenever a corporation shall have complied with paragraph  (h)  of
this  section  or  whenever the procedures specified in paragraph (i) of
this section shall have been taken, the secretary of state shall publish
a notice thereof in the state register and shall send  a  copy  of  such
notice  to  the county clerk of the county in which, according to his or
her records, the office of the corporation is located. Such county clerk
shall file such copy and make appropriate entry on his  or  her  records
without charge.
(k)  If,  after  the  dissolution  of  any  corporation, assets of the
corporation are located, the attorney general shall act with respect  to
such  assets  in  accordance  with this article and article 11 (Judicial
dissolution).