2006 New York Code - 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 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, (2) 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 organization.
    (c) 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.
    (d) Upon the publication of such proclamation in the manner proscribed
  in paragraph (c) of this section, each corporation named  therein  shall
  be deemed dissolved without further legal proceedings.
    (e)  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.
    (f) 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 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  entity,  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.
    (g) 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
  corporation formed later than one year  after  the  publication  of  the
  proclamation  of  dissolution  or of a foreign entity which has obtained
  authority to do business in the state later than  one  year  after  such
  proclamation  is  the  same  as  the name of the corporation filing such
  consent or so nearly resembling it as to be calculated to deceive unless
  such corporation simultaneously files  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.
    (h)  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.
    (i) Whenever a corporation shall have complied with paragraph  (g)  of
  this  section  or  whenever the procedures specified in paragraph (h) 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.
    (j)  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).