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New York Tax Law Section 180 - Organization Tax; Taxes On Changes Of Capital.

Legal Research Home > New York Lawyer > Tax > New York Tax Law Section 180 - Organization Tax; Taxes On Changes Of Capital.

    § 180.  Organization  tax;  taxes  on  changes  of  capital.   1. (a)
  Imposition. Every stock corporation incorporated under any law  of  this
  state and every corporation formed under the business corporation law of
  this  state  shall pay a tax of one-twentieth of one per centum upon the
  amount of the par value of all the shares with a par value which  it  is
  authorized  to issue and a tax of five cents on each share without a par
  value which it is authorized to issue, and a like tax  upon  any  shares
  subsequently authorized, except as hereinafter provided.
    (b)  Changes with respect to shares. (1) Every corporation which shall
  change shares with par value into shares without par value shall  pay  a
  tax  of  five cents for each share without par value resulting from such
  change, less one-twentieth of one per centum of the  par  value  on  the
  shares with par value so changed.
    (2) Every corporation which shall change shares without par value into
  shares with par value shall pay a tax of one-twentieth of one per centum
  upon  the  amount  of  the  par  value of the shares resulting from such
  change, less five cents with respect to each share without par value  so
  changed.
    (3) Every corporation which shall change shares without par value into
  shares  without  par  value shall pay a tax of five cents for each share
  without par value resulting from  such  change,  less  five  cents  with
  respect  to each share without par value so changed, and less five cents
  with respect to each share without par value not authorized previous  to
  such  change  but  resulting from such change and issued pursuant to the
  terms upon which such change is made, provided such change  is  effected
  after  the  expiration  of  five  years from the date of the filing of a
  certificate of incorporation pursuant to the stock  corporation  law  or
  the business corporation law or a certificate of amendment to effect the
  change  provided  for in subparagraph five of paragraph c of subdivision
  two  of  section  thirty-five  of  the  stock  corporation  law  or   in
  subparagraph eleven of paragraph (b) of section eight hundred one of the
  business corporation law.
    (4)  Every  corporation  which shall change shares with par value into
  both shares with par value and shares without par value shall pay a  tax
  of  one-twentieth  of one per centum upon the amount of the par value of
  the shares with par value resulting from such change plus five cents for
  each  share  without  par  value  resulting  from  such   change,   less
  one-twentieth  of one per centum of the par value of the shares with par
  value so changed.
    (5) Every corporation which shall change shares without par value into
  both shares with par value and shares without par value shall pay a  tax
  of  one-twentieth  of one per centum upon the amount of the par value of
  the shares with par value resulting from such change plus five cents for
  each share without par value resulting from such change, less five cents
  with respect to each share without par value so changed.
    (c) Minimum tax. Provided, that in no case  shall  a  tax  under  this
  section be less than ten dollars.
    (d)  Payment. Such tax shall be due and payable upon the incorporation
  of such corporation and upon any subsequent authorization,  increase  of
  par  value  or  change  of  shares.    Except  in the case of a railroad
  corporation, neither the secretary of state nor county clerk shall  file
  any  certificate  of  incorporation,  or of amendment increasing capital
  stock, or the number of par value of shares, or a certificate of  merger
  or  consolidation,  or certificate of change or authorization of shares,
  or give any certificate to any such corporation until such tax has  been
  paid,  and no stock corporation or corporation formed under the business
  corporation law shall  have  or  exercise  any  corporate  franchise  or
  powers,  or  carry  on  business in this state until such tax shall have
  been paid.
    (e)  Mergers  and  consolidations.  In  case  of  the  merger  or  the
  consolidation of existing corporations into a single corporation, a  new
  corporation   resulting   from   such  consolidation  or  a  constituent
  corporation surviving such merger or consolidation shall be required  to
  pay  the tax hereinbefore provided for, only if it is incorporated under
  the laws of this state, and then only upon the  taxable  amount  of  its
  capital  stock  or  shares  in excess of the aggregate amount of capital
  stock or  shares  of  such  of  the  constituent  corporations  as  were
  organized under the laws of this state.
    (f)  Special  corporations.  This section shall not apply to state and
  national  banks  and  trust  companies  or  to  building,  mutual  loan,
  accumulating  fund and cooperative associations.  A railroad corporation
  need not pay  such  tax  at  the  time  of  filing  its  certificate  of
  incorporation,  but  shall  pay  the  same  before  the  public  service
  commission shall grant a certificate, as required by the  railroad  law,
  authorizing  the construction of the road as proposed in its articles of
  association, and such certificate shall not be  granted  by  the  public
  service  commission  until  it  is furnished with a receipt for such tax
  from the secretary of state. If the board of railroad  commissioners  or
  public  service  commission shall have heretofore granted, or the public
  service commission shall hereafter grant, such certificate and  upon  an
  appeal from the determination of such board of railroad commissioners or
  public service commission, such certificate has been or may hereafter be
  denied,  the  state  treasurer shall refund the amount of tax so paid to
  the railroad corporation or corporations by which  such  tax  was  paid,
  upon  proof  of  payment  being  presented  and appropriation being made
  therefor.
    1-a. A corporation organized pursuant to an order of the supreme court
  made under the provisions of chapter seven  hundred  forty-five  of  the
  laws  of nineteen hundred thirty-three, shall be exempt from the payment
  of the taxes imposed by subdivision one hereof. In  lieu  thereof,  each
  such corporation shall pay a tax of ten dollars.
    2.  The  tax  imposed  by this section shall be collected by the state
  officer in whose office the original  certificate  of  incorporation  or
  certificate  of  increase  of  amount of capital stock or certificate of
  increase of number or par value of shares or consolidation agreement, or
  certificate changing or authorizing shares,  as  the  case  may  be,  is
  required by law to be filed, and such state officer shall, except in the
  case  of  the  certificate  of  incorporation of a railroad corporation,
  collect such tax before filing  such  certificate  and  shall  note  the
  payment of such tax thereon and shall issue a receipt therefor.

Last modified: September 6, 2006