New York § 1311 Termination of existence

New York Statutes

§ 1311 — Termination of existence

New York § 1311

Law BSCBusiness Corporation

Art. 13Foreign Corporations

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Bluebook

N.Y. Business Corporation § 1311 (2026).

Text

§ 1311. Termination of existence.\n  When an authorized foreign corporation is dissolved or its authority\nor existence is otherwise terminated or cancelled in the jurisdiction of\nits incorporation or when such foreign corporation is merged into or\nconsolidated with another foreign corporation, a certificate of the\nsecretary of state, or official performing the equivalent function as to\ncorporate records, of the jurisdiction of incorporation of such foreign\ncorporation attesting to the occurrence of any such event or a certified\ncopy of an order or decree of a court of such jurisdiction directing the\ndissolution of such foreign corporation, the termination of its\nexistence or the cancellation of its authority shall be delivered to the\ndepartment of state. The filing of the certifi

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§ 1311. Termination of existence.\n When an authorized foreign corporation is dissolved or its authority\nor existence is otherwise terminated or cancelled in the jurisdiction of\nits incorporation or when such foreign corporation is merged into or\nconsolidated with another foreign corporation, a certificate of the\nsecretary of state, or official performing the equivalent function as to\ncorporate records, of the jurisdiction of incorporation of such foreign\ncorporation attesting to the occurrence of any such event or a certified\ncopy of an order or decree of a court of such jurisdiction directing the\ndissolution of such foreign corporation, the termination of its\nexistence or the cancellation of its authority shall be delivered to the\ndepartment of state. The filing of the certificate, order or decree\nshall have the same effect as the filing of a certificate of surrender\nof authority under section 1310 (Surrender of authority). The secretary\nof state shall continue as agent of the foreign corporation upon whom\nprocess against it may be served in the manner set forth in paragraph\n(b) of section 306 (Service of process), in any action or special\nproceeding based upon any liability or obligation incurred by the\nforeign corporation within this state prior to the filing of such\ncertificate, order or decree and he or she shall promptly cause a copy\nof any such process to be mailed by certified mail, return receipt\nrequested, to such foreign corporation at the post office address on\nfile in his or her office specified for such purpose or a notice of the\nfact that process against such foreign corporation has been served on\nhim or her to be emailed to the foreign corporation at the email address\non file in his or her office specified for such purpose. The post office\naddress and/or email address may be changed by signing and delivering to\nthe department of state a certificate of change setting forth the\nstatements required under section 1309-A (Certificate of change;\ncontents) to effect a change in the post office address and/or email\naddress under subparagraph (a) (7) or (10) of section 1308 (Amendments\nor changes).\n