New York Laws
Article 10 - Non-Judicial Dissolution
1014 - Dissolution of Domestic Corporations by Proclamation.

(a) On or before the last day of March, June, September and December
in each calendar year, the attorney general may certify and transmit to
the department of state a list containing the names of any or all
corporations formed pursuant to this chapter and registered or required
to register pursuant to article 7-A of the executive law or article 8 of
the estates, powers and trusts law that have not filed annual financial
reports for each of the five years immediately preceding the date of
such certification. This section shall not be applicable to corporations
that filed reports deemed by the attorney general to be incomplete,
erroneous or otherwise deficient.
(b) No corporation shall be included in any list prepared pursuant to
paragraph (a) of this section unless (1) in each of the last two years
during which such corporation failed to file its annual report, the
attorney general has sent to such corporation by certified mail return
receipt requested notice that the corporation has failed to file and has
three months from the date of such notice to file all delinquent reports
and complete all registration requirements, provided, however, that if
the last known address of record of the corporation is not within the
United States, the notice to such corporation shall be sent by any other
reasonable means, (2) the second such notice was sent at least six
months prior to the date of the certification required by paragraph (a)
of this section and (3) the attorney general used reasonable diligence
to identify a current address for the corporation.
(c) If the secretary of state, upon comparing the names so certified
with his or her records, shall discover error, he or she may return the
list to the attorney general for correction.
(d) The secretary of state shall make a proclamation under his or her
hand and seal of office as to each list received from the attorney
general declaring any corporations whose names are included in such list
to be dissolved and their certificates of incorporation to be forfeited.
The secretary shall file the original proclamation in his or her office
and shall publish a copy thereof in the state register no later than
three months following receipt of the list by him or her.
(e) Upon the publication of such proclamation in the manner proscribed
in paragraph (d) of this section, each corporation named therein shall
be deemed dissolved without further legal proceedings.
(f) The secretary of state shall mail a copy of the state register
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.
(g) The names of all corporations so dissolved shall be reserved for a
period of one year immediately following the publication of the
proclamation, and during such period no domestic business corporation,
not-for-profit corporation, limited liability company or limited
partnership shall be formed under a name the same as any name so
reserved or which may not be distinguished from any name so reserved,
nor shall any foreign business corporation, not-for-profit corporation,
limited liability company or limited partnership, within such period, be
authorized to do business or conduct activities in this state under a

name the same as any name so reserved or which may not be distinguished
from such any name so reserved.
(h) Any corporation so dissolved may file in the department of state a
written consent by the attorney general to the reinstatement of the
corporation. Such written consent shall be given if the attorney general
shall have received all annual financial reports and fees required by
article 7-A of the executive law and article 8 of the estates, powers
and trusts law and penalties and interest charges related thereto have
been paid or waived. The filing of such consent shall have the effect of
annulling all of the proceedings theretofore taken under the provisions
of this section for the dissolution of such corporation 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 consent shall be fifty
dollars. No such consent shall be filed if the name of a domestic
not-for-profit corporation, business corporation, not-for-profit
corporation, limited liability company or limited partnership formed
later than one year after the publication of the proclamation of
dissolution, or the name or fictitious name or of a foreign business
corporation, not-for-profit corporation, limited liability company or
limited partnership which has obtained authority to do business or
conduct activities in the state later than one year after such
proclamation, or name which has been reserved later than one year after
such proclamation, is the same as or may not be distinguished from the
name of the corporation filing such consent unless such corporation
simultaneously files in the department of state a certificate of
amendment to change the name of such corporation. Such certificate of
amendment shall be executed in like manner as if such corporation had
not been dissolved.
(i) If, after the publication of such proclamation, it shall appear
that the name of any corporation was erroneously included therein, the
attorney general 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 under the provisions of this
section for the dissolution of such corporation with the same force and
effect as if such proclamation had not been made or published.
(j) Whenever a corporation shall have complied with paragraph (h) of
this section or whenever the procedures specified in paragraph (i) of
this section shall have been taken, the secretary of state shall publish
a notice thereof in the state register and shall send a copy of such
notice to the county clerk of the county in which, according to his or
her records, the office of the corporation is located. Such county clerk
shall file such copy and make appropriate entry on his or her records
without charge.
(k) If, after the dissolution of any corporation, assets of the
corporation are located, the attorney general shall act with respect to
such assets in accordance with this article and article 11 (Judicial
dissolution).