§ 203-B — Annulment of authority to do business by foreign corporations

§ 203-b. Annulment of authority to do business by foreign\ncorporations. 1. On or before the last day of March, June, September or\nDecember in each calendar year, the tax commission may certify and\ntransmit to the department of state a list containing the names of any\nor all such foreign corporations, except banking corporations, fire,\nmarine, casualty and life insurance companies, co-operative fraternal\ninsurance companies and building and loan associations, which have been\nauthorized to do business in this state pursuant to article thirteen or\narticle fifteen-a of the business corporation law and have not filed\nreports required under this article during the period of time next\npreceding the date of such certification applicable to business\ncorporations as set forth in section two hundred three-a of this\nchapter, have been delinquent in the payment of taxes duly assessed\npursuant to this article for the period applicable to business\ncorporations as set forth in such section, or have been delinquent in\nthe payment of maintenance fees imposed under this article for a period\nexceeding ninety days.\n 2. If the secretary of state, upon comparing the names so certified\nwith his records, shall discover error, he may return the list to the\ntax commission for correction.\n 3. The secretary of state shall make a proclamation under his hand and\nseal of office, as to the corporations whose names are included in such\nlist as finally corrected, declaring the authority of such corporations\nto do business in this state annulled pursuant to the provisions of this\nsection. He shall file the original proclamation in his office and shall\npublish a copy thereof in the state bulletin no later than three months\nfollowing receipt of the list by him.\n 4. Upon the publication of such proclamation in the manner aforesaid,\neach corporation named therein shall be deemed to have had its authority\nannulled without further legal proceedings.\n 5. The secretary of state shall mail a copy of the state bulletin\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 6. The names of all corporations whose authority was so annulled shall\nbe reserved for a period of three months immediately following the\npublication of the proclamation, and during such period no corporation\nshall be formed under a name the same as any name so reserved or so\nnearly resembling it as to be calculated to deceive, nor shall any\nforeign corporation, within such period, be authorized to do business in\nthis state under a name the same as any name so reserved or so nearly\nresembling it as to be calculated to deceive.\n 7. Any corporation whose authority was so annulled may file in the\ndepartment of state a certificate of consent of the commissioner of\ntaxation and finance. Such certificate of consent shall be given only if\nthe commissioner of taxation and finance ascertains that all fees and\ntaxes imposed under this chapter or any related statute, as defined in\nsection eighteen hundred of this chapter, as well as penalties and\ninterest charges related thereto, accrued against the corporation have\nbeen paid. The filing of such certificate of consent shall have the\neffect of annulling all of the proceedings theretofore taken for the\nannulment of authority of such corporation under the provisions of this\nsection and it shall thereupon have such corporate powers, rights,\nduties and obligations as it had on the date of the publication of the\nproclamation, with the same force and effect as if such proclamation had\nnot been made or published. The fee of the secretary of state for filing\nsuch certificate shall be fifty dollars. No such certificate shall be\nfiled if the name of the corporation is the same as, or so nearly\nresembles as to be calculated to deceive, that of a domestic corporation\nformed later than three months after the publication of the proclamation\nof annulment or of a foreign corporation which has obtained authority to\ndo business in the state later than three months after such proclamation\nunless there is simultaneously filed in the department of state a\ncertificate of amendment of its application for authority under section\nthirteen hundred nine of the business corporation law showing a change\nof name in compliance with such section. Such certificate shall be\nexecuted in a like manner as if the authority of such corporation had\nnot been annulled. Any corporation whose authority was annulled pursuant\nto this section and desiring to annul the annulment of authority later\nthan three months from the date of proclamation thereof, may, if such\nname is still available pay to the secretary of state the fee (other\nthan the maintenance fee) hereinbefore in this subdivision mentioned, or\nmay submit with such payment a written application requesting the\nreservation of another available name, and thereupon the secretary of\nstate shall reserve such name for a period of thirty days from the date\nof such payment to permit the completion of such annulment of annulment\nof authority. No moneys so paid shall in any event be returned by the\nsecretary of state.\n 8. If, after the publication of such proclamation, it shall appear\nthat the name of any corporation was erroneously included therein, the\nstate tax commission 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 for the annulment of authority of\nsuch corporation under the provisions of this section, and it shall have\nsuch corporate powers, rights, duties and obligations as it had on the\ndate of the publication of the proclamation, with the same force and\neffect as if such proclamation had not been made or published.\n 9. Whenever a corporation shall have complied with subdivision seven\nof this section, or whenever the proceeding specified in subdivision\neight of this section shall have been taken, the secretary of state\nshall publish a notice thereof in the state advertising bulletin and\nshall send a copy of such bulletin to the county clerk of the county in\nwhich, according to his records, the office of the corporation is\nlocated. Such county clerk shall file such copy and make appropriate\nentry on his records without charge.\n