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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. Sponsored Links
§ 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 7, 2006 |