N.Y. Business Corporation Law Section 1311
Termination of existence

When an authorized foreign corporation is dissolved or its authority or existence is otherwise terminated or cancelled in the jurisdiction of its incorporation or when such foreign corporation is merged into or consolidated with another foreign corporation, a certificate of the secretary of state, or official performing the equivalent function as to corporate records, of the jurisdiction of incorporation of such foreign corporation attesting to the occurrence of any such event or a certified copy of an order or decree of a court of such jurisdiction directing the dissolution of such foreign corporation, the termination of its existence or the cancellation of its authority shall be delivered to the department of state. The filing of the certificate, order or decree shall have the same effect as the filing of a certificate of surrender of authority under section 1310 (Surrender of authority). The secretary of state shall continue as agent of the foreign corporation upon whom process against it may be served in the manner set forth in paragraph (b) of section 306 (Service of process), in any action or special proceeding based upon any liability or obligation incurred by the foreign corporation within this state prior to the filing of such certificate, order or decree and he or she shall promptly cause a copy of any such process to be mailed by certified mail, return receipt requested, to such foreign corporation at the post office address on file in his or her office specified for such purpose or a notice of the fact that process against such foreign corporation has been served on him or her to be emailed to the foreign corporation at the email address on file in his or her office specified for such purpose. The post office address and/or email address may be changed by signing and delivering to the department of state a certificate of change setting forth the statements required under section 1309-A (Certificate of change; contents) to effect a change in the post office address and/or email address under subparagraph (a) (7) or (10) of section 1308 (Amendments or changes).

Source: Section 1311 — Termination of existence, https://www.­nysenate.­gov/legislation/laws/BSC/1311 (updated Jan. 6, 2023; accessed Nov. 15, 2025).

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Verified:
Nov. 15, 2025

Last modified:
Jan. 6, 2023

§ 1311. Termination of existence's source at nysenate​.gov

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