N.Y. Not-for-Profit Corporation Law 1311 – Surrender of authority
§ 1311. Surrender of authority.
Terms Used In N.Y. Not-for-Profit Corporation Law 1311
- 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 desiring to surrender its authority shall deliver to the department of state a certificate entitled "Certificate of surrender of authority of ……… (name of corporation) under section 1311 of the Not-for-Profit Corporation Law." The certificate shall be signed. 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 kind in the department of state and the fictitious name the corporation has agreed to use in this state pursuant to paragraph (d) of section 1301 of this article.
(2) The jurisdiction of its incorporation.
(3) The date it was authorized to conduct activities in this state.
(4) That it surrenders its authority to conduct activities 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 conduct activities 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 specified under subparagraph (a) (6) may be changed by delivering to the department of state a certificate, entitled "Certificate of amendment of certificate of surrender of authority of ………. (name of corporation) under section 1311 of the Not-for-Profit Corporation Law." The certificate shall be signed. 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.