§ 1014 — Dissolution of domestic corporations by proclamation

§ 1014. Dissolution of domestic corporations by proclamation.\n Every corporation incorporated pursuant to this chapter, other than a\ncorporation incorporated pursuant to article 15 (Public cemetery\ncorporations), and registered or required to be registered pursuant to\narticle 7-A of the executive law or article 8 of the estates, powers and\ntrusts law shall be subject to dissolution for failure to register or to\nfile annual financial reports in accordance with the following\nprocedures:\n (a) On or before the last day of March, June, September and December\nin each calendar year, the attorney general may certify and transmit to\nthe department of state a list containing the names of any or all\ncorporations formed pursuant to this chapter and registered or required\nto register pursuant to article 7-A of the executive law or article 8 of\nthe estates, powers and trusts law that have not filed annual financial\nreports for each of the five years immediately preceding the date of\nsuch certification. This section shall not be applicable to corporations\nthat filed reports deemed by the attorney general to be incomplete,\nerroneous or otherwise deficient.\n (b) No corporation shall be included in any list prepared pursuant to\nparagraph (a) of this section unless (1) in each of the last two years\nduring which such corporation failed to file its annual report, the\nattorney general has sent to such corporation by certified mail return\nreceipt requested notice that the corporation has failed to file and has\nthree months from the date of such notice to file all delinquent reports\nand complete all registration requirements, provided, however, that if\nthe last known address of record of the corporation is not within the\nUnited States, the notice to such corporation shall be sent by any other\nreasonable means, (2) the second such notice was sent at least six\nmonths prior to the date of the certification required by paragraph (a)\nof this section and (3) the attorney general used reasonable diligence\nto identify a current address for the corporation.\n (c) If the secretary of state, upon comparing the names so certified\nwith his or her records, shall discover error, he or she may return the\nlist to the attorney general for correction.\n (d) The secretary of state shall make a proclamation under his or her\nhand and seal of office as to each list received from the attorney\ngeneral declaring any corporations whose names are included in such list\nto be dissolved and their certificates of incorporation to be forfeited.\nThe secretary shall file the original proclamation in his or her office\nand shall publish a copy thereof in the state register no later than\nthree months following receipt of the list by him or her.\n (e) Upon the publication of such proclamation in the manner proscribed\nin paragraph (d) of this section, each corporation named therein shall\nbe deemed dissolved without further legal proceedings.\n (f) The secretary of state shall mail a copy of the state register\ncontaining such proclamation to the clerk of each county in the state.\nThe county clerk shall file the copy without charge but need not record\nit.\n (g) The names of all corporations so dissolved shall be reserved for a\nperiod of one year immediately following the publication of the\nproclamation, and during such period no domestic business corporation,\nnot-for-profit corporation, limited liability company or limited\npartnership shall be formed under a name the same as any name so\nreserved or which may not be distinguished from any name so reserved,\nnor shall any foreign business corporation, not-for-profit corporation,\nlimited liability company or limited partnership, within such period, be\nauthorized to do business or conduct activities in this state under a\nname the same as any name so reserved or which may not be distinguished\nfrom such any name so reserved.\n (h) Any corporation so dissolved may file in the department of state a\nwritten consent by the attorney general to the reinstatement of the\ncorporation. Such written consent shall be given if the attorney general\nshall have received all annual financial reports and fees required by\narticle 7-A of the executive law and article 8 of the estates, powers\nand trusts law and penalties and interest charges related thereto have\nbeen paid or waived. The filing of such consent shall have the effect of\nannulling all of the proceedings theretofore taken under the provisions\nof this section for the dissolution of such corporation with the same\nforce and effect as if such proclamation had not been made or published.\nThe fee of the secretary of state for filing such consent shall be fifty\ndollars. No such consent shall be filed if the name of a domestic\nnot-for-profit corporation, business corporation, not-for-profit\ncorporation, limited liability company or limited partnership formed\nlater than one year after the publication of the proclamation of\ndissolution, or the name or fictitious name or of a foreign business\ncorporation, not-for-profit corporation, limited liability company or\nlimited partnership which has obtained authority to do business or\nconduct activities in the state later than one year after such\nproclamation, or name which has been reserved later than one year after\nsuch proclamation, is the same as or may not be distinguished from the\nname of the corporation filing such consent unless such corporation\nsimultaneously files in the department of state a certificate of\namendment to change the name of such corporation. Such certificate of\namendment shall be executed in like manner as if such corporation had\nnot been dissolved.\n (i) If, after the publication of such proclamation, it shall appear\nthat the name of any corporation was erroneously included therein, the\nattorney general shall so certify to the secretary of state, and the\nsecretary of state shall make appropriate entry on the records of the\ndepartment of state, which entry shall have the effect of annulling all\nof the proceedings theretofore taken under the provisions of this\nsection for the dissolution of such corporation with the same force and\neffect as if such proclamation had not been made or published.\n (j) Whenever a corporation shall have complied with paragraph (h) of\nthis section or whenever the procedures specified in paragraph (i) of\nthis section shall have been taken, the secretary of state shall publish\na notice thereof in the state register and shall send a copy of such\nnotice to the county clerk of the county in which, according to his or\nher records, the office of the corporation is located. Such county clerk\nshall file such copy and make appropriate entry on his or her records\nwithout charge.\n (k) If, after the dissolution of any corporation, assets of the\ncorporation are located, the attorney general shall act with respect to\nsuch assets in accordance with this article and article 11 (Judicial\ndissolution).\n