N.Y. Business Corporation Law 1310 – Surrender of authority
§ 1310. Surrender of authority.
Terms Used In N.Y. Business Corporation Law 1310
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
- Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
(a) An authorized foreign corporation may surrender its authority. A certificate, entitled "Certificate of surrender of authority of …….. (name of corporation) under § 1310 of the Business Corporation Law", shall be signed and delivered to the department of state. It shall set forth:
(1) The name of the foreign corporation as it appears on the index of names of existing domestic and authorized foreign corporations of any type or kind in the department of state, division of corporations or, the fictitious name the corporation has agreed to use in this state pursuant to paragraph (d) of section 1301 of this chapter.
(2) The jurisdiction of its incorporation.
(3) The date it was authorized to do business in this state.
(4) That it surrenders its authority to do business in this state.
(5) That it revokes the authority of its registered agent, if any, previously designated and consents that process against it in any action or special proceeding based upon any liability or obligation incurred by it within this state before the filing of the certificate of surrender may be served on the secretary of state after the filing thereof in the manner set forth in paragraph (b) of section 306 (Service of process).
(6) A post office address within or without this state to which the secretary of state shall mail a copy of any process against it served upon him or her. The corporation may include an email address to which the secretary of state shall email a notice of the fact that process against it has been electronically served upon him or her.
(b) The department shall not file such certificate unless the consent of the state tax commission to the surrender of authority is attached thereto.
(c) The authority of the foreign corporation to do business in this state shall terminate on the filing by the department of state of the certificate of surrender of authority.
(d) The post office address and/or the email address specified under subparagraph (6) of paragraph (a) of this section may be changed. A certificate, entitled "Certificate of amendment of certificate of surrender of authority of …….. (name of corporation) under § 1310 of the Business Corporation Law", shall be signed as provided in paragraph (a) of this section and delivered to the department of state. It shall set forth:
(1) The name of the foreign corporation.
(2) The jurisdiction of its incorporation.
(3) The date its certificate of surrender of authority was filed by the department of state.
(4) The changed post office address, within or without this state, to which the secretary of state shall mail a copy of any process against it served upon him or her and/or the changed email address to which the secretary of state shall email a notice of the fact that process against it has been electronically served upon him or her.