§ 64 — Service of process; limitation of time

§ 64. Service of process; limitation of time. 1. Every foreign\ncorporation (other than a moneyed corporation) subject to the provisions\nof this part, except a corporation having a certificate of authority\nunder section two hundred twelve of the general corporation law or\nhaving authority to do business by virtue of section thirteen hundred\nfive of the business corporation law, shall file in the department of\nstate a certificate of designation in its corporate name, signed and\nacknowledged by its president or vice-president or its secretary or\ntreasurer, under its corporate seal, designating the secretary of state\nas its agent upon whom process in any action provided for by this part\nmay be served within this state, and setting forth an address to which\nthe secretary of state shall mail a copy of any such process against the\ncorporation which may be served upon him. In case any such corporation\nshall have failed to file such certificate of designation, it shall be\ndeemed to have designated the secretary of state as its agent upon whom\nsuch process against it may be served; and until a certificate of\ndesignation shall have been filed the corporation shall be deemed to\nhave directed the secretary of state to mail copies of process served\nupon him to the corporation at its last known office address within or\nwithout the state. When a certificate of designation has been filed by\nsuch corporation the secretary of state shall mail copies of process\nthereafter served upon him to the address set forth in such certificate.\nAny such corporation, from time to time, may change the address to which\nthe secretary of state is directed to mail copies of process, by filing\na certificate to that effect executed, signed and acknowledged in like\nmanner as a certificate of designation as herein provided. Service of\nprocess upon any such corporation or upon any corporation having a\ncertificate of authority under section two hundred twelve of the general\ncorporation law or having authority to do business by virtue of section\nthirteen hundred five of the business corporation law, in any action\ncommenced at any time pursuant to the provisions of this part may be\nmade by either (1) personally delivering to and leaving with the\nsecretary of state, a deputy secretary of state or with any person\nauthorized by the secretary of state to receive such service duplicate\ncopies thereof at the office of the department of state in the city of\nAlbany, in which event the secretary of state shall forthwith send by\nregistered mail, return receipt requested, one of such copies to the\ncorporation at the address designated by it or at its last known office\naddress within or without the state, or (2) personally delivering to and\nleaving with the secretary of state, a deputy secretary of state or with\nany person authorized by the secretary of state to receive such service,\na copy thereof at the office of the department of state in the city of\nAlbany and by delivering a copy thereof to, and leaving such copy with,\nthe president, vice-president, secretary, assistant secretary,\ntreasurer, assistant treasurer, or cashier of such corporation, or the\nofficer performing corresponding functions under another name, or a\ndirector or managing agent of such corporation, personally without the\nstate. Proof of such personal service without the state shall be filed\nwith the clerk of the court in which the action is pending within thirty\ndays after such service, and such service shall be complete ten days\nafter proof thereof is filed.\n 2. The provisions of the civil practice law and rules relative to the\nlimitation of time of enforcing a civil remedy shall not apply to any\nproceeding or action taken to levy, appraise, assess, determine or\nenforce the collection of any tax or penalty prescribed by this part or\npart six of this title, provided, however, that as to real estate in the\nhands of persons who are owners thereof who would be purchasers in good\nfaith but for such tax or penalty and as to the lien on real estate of\nmortgages held by persons who would be holders thereof in good faith but\nfor such tax or penalty, all such taxes and penalties shall cease to be\na lien on such real estate as against such purchasers or holders after\nthe expiration of ten years from the date such taxes became due and\npayable. The limitations herein provided for shall not apply to any\ntransfer from a corporation to a person or corporation with intent to\navoid payment of any taxes, or where with like intent the transfer is\nmade to a grantee corporation, or any subsequent grantee corporation\ncontrolled by such grantor or which has any community of interest with\nit, either through stock ownership or otherwise.\n