§ 1014. Dissolution of domestic corporations by proclamation.\n Every corporation incorporated pursuant to this chapter, other than a\ncorporation incorporated pursuant to article 15 (Public cemetery\ncorporations), and registered or required to be registered pursuant to\narticle 7-A of the executive law or article 8 of the estates, powers and\ntrusts law shall be subject to dissolution for failure to register or to\nfile annual financial reports in accordance with the following\nprocedures:\n (a) On or before the last day of March, June, September and December\nin each calendar year, the attorney general may certify and transmit to\nthe department of state a list containing the names of any or all\ncorporations formed pursuant to this chapter and registered or required\nto register pursuant to article 7-A of the executive law or article 8 of\nthe estates, powers and trusts law that have not filed annual financial\nreports for each of the five years immediately preceding the date of\nsuch certification. This section shall not be applicable to corporations\nthat filed reports deemed by the attorney general to be incomplete,\nerroneous or otherwise deficient.\n (b) No corporation shall be included in any list prepared pursuant to\nparagraph (a) of this section unless (1) in each of the last two years\nduring which such corporation failed to file its annual report, the\nattorney general has sent to such corporation by certified mail return\nreceipt requested notice that the corporation has failed to file and has\nthree months from the date of such notice to file all delinquent reports\nand complete all registration requirements, provided, however, that if\nthe last known address of record of the corporation is not within the\nUnited States, the notice to such corporation shall be sent by any other\nreasonable means, (2) the second such notice was sent at least six\nmonths prior to the date of the certification required by paragraph (a)\nof this section and (3) the attorney general used reasonable diligence\nto identify a current address for the corporation.\n (c) If the secretary of state, upon comparing the names so certified\nwith his or her records, shall discover error, he or she may return the\nlist to the attorney general for correction.\n (d) The secretary of state shall make a proclamation under his or her\nhand and seal of office as to each list received from the attorney\ngeneral declaring any corporations whose names are included in such list\nto be dissolved and their certificates of incorporation to be forfeited.\nThe secretary shall file the original proclamation in his or her office\nand shall publish a copy thereof in the state register no later than\nthree months following receipt of the list by him or her.\n (e) Upon the publication of such proclamation in the manner proscribed\nin paragraph (d) of this section, each corporation named therein shall\nbe deemed dissolved without further legal proceedings.\n (f) The secretary of state shall mail a copy of the state register\ncontaining such proclamation to the clerk of each county in the state.\nThe county clerk shall file the copy without charge but need not record\nit.\n (g) The names of all corporations so dissolved shall be reserved for a\nperiod of one year immediately following the publication of the\nproclamation, and during such period no domestic business corporation,\nnot-for-profit corporation, limited liability company or limited\npartnership shall be formed under a name the same as any name so\nreserved or which may not be distinguished from any name so reserved,\nnor shall any foreign business corporation, not-for-profit corporation,\nlimited liability company or limited partnership, within such period, be\nauthorized to do business or conduct activities in this state under a\nname the same as any name so reserved or which may not be distinguished\nfrom such any name so reserved.\n (h) Any corporation so dissolved may file in the department o
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