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This entry was published on 2014-09-22
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SECTION 203-A
Dissolution of delinquent business corporations
Tax (TAX) CHAPTER 60, ARTICLE 9
§ 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.