1014. Dissolution of domestic corporations by proclamation.Every corporation incorporated pursuant to this chapter, other than a corporation incorporated pursuant to article 15 (Public cemetery corporations), and registered or required to be registered pursuant to article 7-A of the executive law or article 8 of the estates, powers and trusts law shall be subject to dissolution for failure to register or to file annual financial reports in accordance with the following procedures:
(a) On or before the last day of March, June, September and December in each calendar year, the attorney general may certify and transmit to the department of state a list containing the names of any or all corporations formed pursuant to this chapter and registered or required to register pursuant to article 7-A of the executive law or article 8 of the estates, powers and trusts law that have not filed annual financial reports for each of the five years immediately preceding the date of such certification. This section shall not be applicable to corporations that filed reports deemed by the attorney general to be incomplete, erroneous or otherwise deficient.
(b) No corporation shall be included in any list prepared pursuant to paragraph (a) of this section unless (1) in each of the last two years during which such corporation failed to file its annual report, the attorney general has sent to such corporation by certified mail return receipt requested notice that the corporation has failed to file and has three months from the date of such notice to file all delinquent reports and complete all registration requirements, provided, however, that if the last known address of record of the corporation is not within the United States, the notice to such corporation shall be sent by any other reasonable means, (2) the second such notice was sent at least six months prior to the date of the certification required by paragraph (a) of this section and (3) the attorney general used reasonable diligence to identify a current address for the corporation.
(c) If the secretary of state, upon comparing the names so certified with his or her records, shall discover error, he or she may return the list to the attorney general for correction.
(d) The secretary of state shall make a proclamation under his or her hand and seal of office as to each list received from the attorney general declaring any corporations whose names are included in such list to be dissolved and their certificates of incorporation to be forfeited. The secretary shall file the original proclamation in his or her office and shall publish a copy thereof in the state register no later than three months following receipt of the list by him or her.
(e) Upon the publication of such proclamation in the manner proscribed in paragraph (d) of this section, each corporation named therein shall be deemed dissolved without further legal proceedings.
(f) The secretary of state shall mail a copy of the state register containing such proclamation to the clerk of each county in the state. The county clerk shall file the copy without charge but need not record it.
(g) The names of all corporations so dissolved shall be reserved for a period of one year immediately following the publication of the proclamation, and during such period no domestic business corporation, not-for-profit corporation, limited liability company or limited partnership shall be formed under a name the same as any name so reserved or which may not be distinguished from any name so reserved, nor shall any foreign business corporation, not-for-profit corporation, limited liability company or limited partnership, within such period, be authorized to do business or conduct activities in this state under a name the same as any name so reserved or which may not be distinguished from such any name so reserved.
(h) Any corporation so dissolved may file in the department of state a written consent by the attorney general to the reinstatement of the corporation. Such written consent shall be given if the attorney general shall have received all annual financial reports and fees required by article 7-A of the executive law and article 8 of the estates, powers and trusts law and penalties and interest charges related thereto have been paid or waived. The filing of such consent shall have the effect of annulling all of the proceedings theretofore taken under the provisions of this section for the dissolution of such corporation with the same force and effect as if such proclamation had not been made or published. The fee of the secretary of state for filing such consent shall be fifty dollars. No such consent shall be filed if the name of a domestic not-for-profit corporation, business corporation, not-for-profit corporation, limited liability company or limited partnership formed later than one year after the publication of the proclamation of dissolution, or the name or fictitious name or of a foreign business corporation, not-for-profit corporation, limited liability company or limited partnership which has obtained authority to do business or conduct activities in the state later than one year after such proclamation, or name which has been reserved later than one year after such proclamation, is the same as or may not be distinguished from the name of the corporation filing such consent unless such corporation simultaneously files in the department of state a certificate of amendment to change the name of such corporation. Such certificate of amendment shall be executed in like manner as if such corporation had not been dissolved.
(i) If, after the publication of such proclamation, it shall appear that the name of any corporation was erroneously included therein, the attorney general shall so certify to the secretary of state, and the secretary of state shall make appropriate entry on the records of the department of state, which entry shall have the effect of annulling all of the proceedings theretofore taken under the provisions of this section for the dissolution of such corporation with the same force and effect as if such proclamation had not been made or published.
(j) Whenever a corporation shall have complied with paragraph (h) of this section or whenever the procedures specified in paragraph (i) of this section shall have been taken, the secretary of state shall publish a notice thereof in the state register and shall send a copy of such notice to the county clerk of the county in which, according to his or her records, the office of the corporation is located. Such county clerk shall file such copy and make appropriate entry on his or her records without charge.
(k) If, after the dissolution of any corporation, assets of the corporation are located, the attorney general shall act with respect to such assets in accordance with this article and article 11 (Judicial dissolution).
Last modified: February 3, 2019