§ 408 — Statement; filing

New York § 408

• Jurisdiction: New York
• Law BSC: Business Corporation
• Art. 4: Formation of Corporations

Text

§ 408. Statement; filing.\n 1. Except as provided in paragraph eight of this section, each\ndomestic corporation, and each foreign corporation authorized to do\nbusiness in this state, shall, during the applicable filing period as\ndetermined by subdivision three of this section, file a statement\nsetting forth:\n (a) The name and business address of its chief executive officer.\n (b) The street address of its principal executive office.\n (c) The post office address within or without this state to which the\nsecretary of state shall mail a copy of any process against it served\nupon him or her. Such address shall supersede any previous address on\nfile with the department of state for this purpose.\n (d) The number of directors constituting the board and how many\ndirectors of such board are women.\n 2. Except as provided in paragraph eight of this section, such\nstatement shall be made on forms prescribed by the secretary of state,\nand the information therein contained shall be given as of the date of\nthe execution of the statement. Such statement shall only request\nreporting of information required under paragraph one of this section.\nIt shall be signed and delivered to the department of state.\n 3. Except as provided in paragraph eight of this section, for the\npurpose of this section the applicable filing period for a corporation\nshall be the calendar month during which its original certificate of\nincorporation or application for authority were filed or the effective\ndate thereof if stated. The applicable filing period shall only occur:\n(a) annually, during the period starting on April 1, 1992 and ending on\nMarch 31, 1994; and (b) biennially, during a period starting on April 1\nand ending on March 31 thereafter. Those corporations that filed between\nApril 1, 1992 and June 30, 1994 shall not be required to file such\nstatements again until such time as they would have filed, had this\nsubdivision not been amended.\n 4. The provisions of paragraph (g) of section one hundred four of this\nchapter shall not be applicable to filings pursuant to this section.\n 5. The provisions of this section and section 409 of this article\nshall not apply to a farm corporation. For the purposes of this\nsubdivision, the term "farm corporation" shall mean any domestic\ncorporation or foreign corporation authorized to do business in this\nstate under this chapter engaged in the production of crops, livestock\nand livestock products on land used in agricultural production, as\ndefined in section 301 of the agriculture and markets law. However, this\nexception shall not apply to farm corporations that have filed\nstatements with the department of state which have been submitted\nthrough the department of taxation and finance pursuant to paragraph\neight of this section.\n 6. No such statement shall be accepted for filing when a certificate\nof resignation for receipt of process has been filed under section three\nhundred six-A of this chapter unless the corporation has stated a\ndifferent address for process which does not include the name of the\nparty previously designated in the address for process in such\ncertificate.\n 7. A domestic corporation or foreign corporation may amend its\nstatement to change the information required by subparagraphs (a) and\n(b) of paragraph one of this section. Such amendment shall be made on\nforms prescribed by the secretary of state. It shall be signed and\ndelivered to the department of state.\n 8. (a) The commissioner of taxation and finance and the secretary of\nstate may agree to allow corporations to provide the statement specified\nin paragraph one of this section on tax reports filed with the\ndepartment of taxation and finance in lieu of biennial statements. This\nagreement may apply to tax reports due for tax years starting on or\nafter January first, two thousand sixteen.\n (b) If the agreement described in subparagraph (a) of this paragraph\nis made, each corporation required to file the statement specified in\nparagraph one of this section that is also subject to tax under article\nnine or nine-A of the tax law shall include such statement annually on\nits tax report filed with the department of taxation and finance in lieu\nof filing a statement under this section with the department of state\nand in a manner prescribed by the commissioner of taxation and finance.\nHowever, each corporation required to file a statement under this\nsection must continue to file the biennial statement required by this\nsection with the department of state until the corporation in fact has\nfiled a tax report with the department of taxation and finance that\nincludes all required information. After that time, the corporation\nshall continue to deliver annually the statement specified in paragraph\none of this section on its tax report in lieu of the biennial statement\nrequired by this section.\n (c) If the agreement described in subparagraph (a) of this paragraph\nis made, the department of taxation and finance shall deliver to the\ndepartment of state for filing the statement specified in paragraph one\nof this section for each corporation that files a tax report containing\nsuch statement. The department of taxation and finance must, to the\nextent feasible, also include the current name of the corporation,\ndepartment of state identification number for such corporation, the\nname, signature and capacity of the signer of the statement, name and\nstreet address of the filer of the statement, and the email address, if\nany, of the filer of the statement.\n