§ 306-A — Resignation for receipt of process

New York § 306-A

• Jurisdiction: New York
• Law BSC: Business Corporation
• Art. 3: Corporate Name and Service of Process

Text

§ 306-A. Resignation for receipt of process.\n (a) The party (or his/her legal representative) whose post office\naddress has been supplied by a domestic corporation or authorized\nforeign corporation as its address for process may resign. A certificate\nentitled "Certificate of Resignation for Receipt of Process under\nSection 306-A of the Business Corporation Law" shall be signed by such\nparty and delivered to the department of state. It shall set forth:\n (1) The name of the corporation and the date that its certificate of\nincorporation or application of authority was filed by the department of\nstate.\n (2) That the address of the party has been designated by the\ncorporation as the post office address to which the secretary of state\nshall mail a copy of any process served on the secretary of state as\nagent for such corporation, and that such party wishes to resign.\n (3) That sixty days prior to the filing of the certificate of\nresignation with the department of state the party has sent a copy of\nthe certificate of resignation for receipt of process by registered or\ncertified mail to the address of the registered agent of the designating\ncorporation, if other than the party filing the certificate of\nresignation, for receipt of process, or if the resigning corporation has\nno registered agent, then to the last address of the designating\ncorporation known to the party, specifying the address to which the copy\nwas sent. If there is no registered agent and no known address of the\ndesignating corporation, the party shall attach an affidavit to the\ncertificate stating that a diligent but unsuccessful search was made by\nthe party to locate the corporation, specifying what efforts were made.\n (4) That the designating corporation is required to deliver to the\ndepartment of state a certificate of amendment or change providing for\nthe designation by the corporation of a new address and that upon its\nfailure to file such certificate, its authority to do business in this\nstate shall be suspended, unless the corporation has previously filed a\nbiennial statement under section four hundred eight of this chapter, in\nwhich case the address of the principal executive office stated in the\nlast filed biennial statement shall constitute the new address for\nprocess of the corporation, and no such certificate of amendment or\nchange need be filed.\n (b) Upon the failure of the designating corporation to file a\ncertificate of amendment or change providing for the designation by the\ncorporation of the new address after the filing of a certificate of\nresignation for receipt of process with the secretary of state, its\nauthority to do business in this state shall be suspended unless the\ncorporation has previously filed a statement under section four hundred\neight of this chapter, in which case the address of the principal\nexecutive office stated in the last filed statement, shall constitute\nthe new address for process of the corporation provided such address is\ndifferent from the previous address for process, and the corporation\nshall not be deemed suspended.\n (c) The filing by the department of state of a certificate of\namendment or change or statement under section four hundred eight of\nthis chapter providing for a new address by a designating corporation\nshall annul the suspension and its authority to do business in this\nstate shall be restored and continue as if no suspension had occurred.\n (d) The resignation for receipt of process shall become effective upon\nthe filing by the department of state of a certificate of resignation\nfor receipt of process.\n (e) (1) In any case in which a corporation suspended pursuant to this\nsection would be subject to the personal or other jurisdiction of the\ncourts of this state under article three of the civil practice law and\nrules, process against such corporation may be served upon the secretary\nof state as its agent pursuant to this section. Such process may issue\nin any court in this state having jurisdiction of the subject matter.\n (2) Service of such process upon the secretary of state shall be made\nby personally delivering to and leaving with him or his deputy, or with\nany person authorized by the secretary of state to receive such service,\nat the office of the department of state in the city of Albany, a copy\nof such process together with the statutory fee, which fee shall be a\ntaxable disbursement. Such service shall be sufficient if notice thereof\nand a copy of the process are:\n (i) delivered personally within or without this state to such\ncorporation by a person and in manner authorized to serve process by law\nof the jurisdiction in which service is made, or\n (ii) sent by or on behalf of the plaintiff to such corporation by\nregistered or certified mail with return receipt requested to the last\naddress of such corporation known to the plaintiff.\n (3) (i) Where service of a copy of process was effected by personal\nservice, proof of service shall be by affidavit of compliance with this\nsection filed, together with the process, within thirty days after such\nservice, with the clerk of the court in which the action or special\nproceeding is pending. Service of process shall complete ten days after\nsuch papers are filed with the clerk of the court.\n (ii) Where service of a copy of process was effected by mailing in\naccordance with this section, proof of service shall be by affidavit of\ncompliance with this section filed, together with the process, within\nthirty days after receipt of the return receipt signed by the\ncorporation, or other official proof of delivery or of the original\nenvelope mailed. If a copy of the process is mailed in accordance with\nthis section, there shall be filed with the affidavit of compliance\neither the return receipt signed by such corporation or other official\nproof of delivery, if acceptance was refused by it, the original\nenvelope with a notation by the postal authorities that acceptance was\nrefused. If acceptance was refused, a copy of the notice and process\ntogether with notice of the mailing by registered or certified mail and\nrefusal to accept shall be promptly sent to such corporation at the same\naddress by ordinary mail and the affidavit of compliance shall so state.\nService of process shall be complete ten days after such papers are\nfiled with the clerk of the court. The refusal to accept delivery of the\nregistered or certified mail or to sign the return receipt shall not\naffect the validity of the service and such corporation refusing to\naccept such registered or certified mail shall be charged with knowledge\nof the contents thereof.\n (4) Service made as provided in this section without the state shall\nhave the same force as personal service made within this state.\n (5) Nothing in this section shall affect the right to serve process in\nany other manner permitted by law.\n