203-b. Annulment of authority to do business by foreign corporations. 1. On or before the last day of March, June, September or December in each calendar year, the tax commission may certify and transmit to the department of state a list containing the names of any or all such foreign corporations, except banking corporations, fire, marine, casualty and life insurance companies, co-operative fraternal insurance companies and building and loan associations, which have been authorized to do business in this state pursuant to article thirteen or article fifteen-a of the business corporation law and have not filed reports required under this article during the period of time next preceding the date of such certification applicable to business corporations as set forth in section two hundred three-a of this chapter, have been delinquent in the payment of taxes duly assessed pursuant to this article for the period applicable to business corporations as set forth in such section, or have been delinquent in the payment of maintenance fees imposed under this article for a period exceeding ninety days.
2. If the secretary of state, upon comparing the names so certified with his records, shall discover error, he may return the list to the tax commission for correction.
3. The secretary of state shall make a proclamation under his hand and seal of office, as to the corporations whose names are included in such list as finally corrected, declaring the authority of such corporations to do business in this state annulled pursuant to the provisions of this section. He shall file the original proclamation in his office and shall publish a copy thereof in the state bulletin no later than three months following receipt of the list by him.
4. Upon the publication of such proclamation in the manner aforesaid, each corporation named therein shall be deemed to have had its authority annulled without further legal proceedings.
5. The secretary of state shall mail a copy of the state bulletin 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.
6. The names of all corporations whose authority was so annulled shall be reserved for a period of three months immediately following the publication of the proclamation, and during such period no corporation shall be formed under a name the same as any name so reserved or so nearly resembling it as to be calculated to deceive, nor shall any foreign corporation, within such period, be authorized to do business in this state under a name the same as any name so reserved or so nearly resembling it as to be calculated to deceive.
7. Any corporation whose authority was so annulled may file in the department of state a certificate of consent of the commissioner of taxation and finance. Such certificate of consent shall be given only if the commissioner of taxation and finance ascertains that all fees and taxes imposed under this chapter or any related statute, as defined in section eighteen hundred of this chapter, as well as penalties and interest charges related thereto, accrued against the corporation have been paid. The filing of such certificate of consent shall have the effect of annulling all of the proceedings theretofore taken for the annulment of authority of such corporation under the provisions of this section and it shall thereupon have such corporate powers, rights, duties and obligations as it had on the date of the publication of the proclamation, 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 certificate shall be fifty dollars. No such certificate shall be filed if the name of the corporation is the same as, or so nearly resembles as to be calculated to deceive, that of a domestic corporation formed later than three months after the publication of the proclamation of annulment or of a foreign corporation which has obtained authority to do business in the state later than three months after such proclamation unless there is simultaneously filed in the department of state a certificate of amendment of its application for authority under section thirteen hundred nine of the business corporation law showing a change of name in compliance with such section. Such certificate shall be executed in a like manner as if the authority of such corporation had not been annulled. Any corporation whose authority was annulled pursuant to this section and desiring to annul the annulment of authority later than three months from the date of proclamation thereof, may, if such name is still available pay to the secretary of state the fee (other than the maintenance fee) hereinbefore in this subdivision mentioned, or may submit with such payment a written application requesting the reservation of another available name, and thereupon the secretary of state shall reserve such name for a period of thirty days from the date of such payment to permit the completion of such annulment of annulment of authority. No moneys so paid shall in any event be returned by the secretary of state.
8. If, after the publication of such proclamation, it shall appear that the name of any corporation was erroneously included therein, the state tax commission 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 for the annulment of authority of such corporation under the provisions of this section, and it shall have such corporate powers, rights, duties and obligations as it had on the date of the publication of the proclamation, with the same force and effect as if such proclamation had not been made or published.
9. Whenever a corporation shall have complied with subdivision seven of this section, or whenever the proceeding specified in subdivision eight of this section shall have been taken, the secretary of state shall publish a notice thereof in the state advertising bulletin and shall send a copy of such bulletin to the county clerk of the county in which, according to his records, the office of the corporation is located. Such county clerk shall file such copy and make appropriate entry on his records without charge.
Last modified: February 3, 2019