This text of New York § 1312 (Termination of existence) is published on Counsel Stack Legal Research, covering New York primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.
§ 1312. 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
Free access — add to your briefcase to read the full text and ask questions with AI
§ 1312. 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 1311 (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 shall promptly cause a copy of any\nsuch process to be mailed by certified mail, return receipt requested,\nto such foreign corporation at the post office address on file in his or\nher office specified for such purpose or a notice of the fact that\nprocess against the corporation has been served on him or her to be\nemailed to the foreign corporation at the email address on file in his\nor her office specified for such purpose. The post office address and/or\nemail address may be changed by signing and delivering to the department\nof state a certificate of change setting forth the statements required\nunder section 1310 (Certificate of change; contents) to effect a change\nin the post office address and/or email address under subparagraph (a)\n(7) of section 1308 (Amendments or changes).\n