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This entry was published on 2014-09-22
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SECTION 203-B
Annulment of authority to do business by foreign corporations
Tax (TAX) CHAPTER 60, ARTICLE 9
§ 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.