Section 306-A*2. Of the Business Corporation Law" shall be signed by such party and delivered to the department of state  


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  • It shall set forth:    (1)  The  name of the corporation and the date that its certificate of
      incorporation or application of authority was filed by the department of
      state.
        (2) That  the  address  of  the  party  has  been  designated  by  the
      corporation  as  the post office address to which the secretary of state
      shall mail a copy of any process served on the  secretary  of  state  as
      agent for such corporation, and that such party wishes to resign.
        (3)  That  sixty  days  prior  to  the  filing  of  the certificate of
      resignation with the department of state the party has sent  a  copy  of
      the  certificate  of resignation for receipt of process by registered or
      certified mail to the address of the registered agent of the designating
      corporation,  if  other  than  the  party  filing  the  certificate   of
      resignation, for receipt of process, or if the resigning corporation has
      no  registered  agent,  then  to  the  last  address  of the designating
      corporation known to the party, specifying the address to which the copy
      was sent. If there is no registered agent and no known  address  of  the
      designating  corporation,  the  party  shall  attach an affidavit to the
      certificate stating that a diligent but unsuccessful search was made  by
      the party to locate the corporation, specifying what efforts were made.
        (4)  That  the  designating  corporation is required to deliver to the
      department of state a certificate of amendment or change  providing  for
      the  designation  by  the corporation of a new address and that upon its
      failure to file such certificate, its authority to do business  in  this
      state  shall be suspended, unless the corporation has previously filed a
      biennial statement under section four hundred eight of this chapter,  in
      which  case  the address of the principal executive office stated in the
      last filed biennial statement  shall  constitute  the  new  address  for
      process  of  the  corporation,  and  no such certificate of amendment or
      change need be filed.
        (b) Upon  the  failure  of  the  designating  corporation  to  file  a
      certificate  of amendment or change providing for the designation by the
      corporation of the new address after the  filing  of  a  certificate  of
      resignation  for  receipt  of  process  with the secretary of state, its
      authority to do business in this state shall  be  suspended  unless  the
      corporation  has previously filed a statement of addresses and directors
      under section four hundred eight of this chapter,  the  address  of  the
      principal  executive  office  stated  in  the  last  filed  statement of
      addresses and directors shall constitute the new address for process  of
      the corporation, and the corporation shall not be deemed suspended.
        (c)  The  filing  by  the  department  of  state  of  a certificate of
      amendment or change  providing  for  a  new  address  by  a  designating
      corporation  shall annul the suspension and its authority to do business
      in this state shall be restored and continue as  if  no  suspension  had
      occurred.
        (d) The resignation for receipt of process shall become effective upon
      the  filing  by  the department of state of a certificate of resignation
      for receipt of process.
        (e) (1) In any case in which a corporation suspended pursuant to  this
      section  would  be  subject to the personal or other jurisdiction of the
      courts of this state under article three of the civil practice  law  and
      rules, process against such corporation may be served upon the secretary
    
      of  state  as its agent pursuant to this section. Such process may issue
      in any court in this state having jurisdiction of the subject matter.
        (2)  Service of such process upon the secretary of state shall be made
      by personally delivering to and leaving with him or his deputy, or  with
      any person authorized by the secretary of state to receive such service,
      at  the  office of the department of state in the city of Albany, a copy
      of such process together with the statutory fee, which fee  shall  be  a
      taxable disbursement. Such service shall be sufficient if notice thereof
      and a copy of the process are:
        (i)  delivered  personally  within  or  without  this  state  to  such
      corporation by a person and in manner authorized to serve process by law
      of the jurisdiction in which service is made, or
        (ii) sent by or on behalf of the  plaintiff  to  such  corporation  by
      registered  or  certified mail with return receipt requested to the last
      address of such corporation known to the plaintiff.
        (3) (i) Where service of a copy of process was  effected  by  personal
      service,  proof of service shall be by affidavit of compliance with this
      section filed, together with the process, within thirty days after  such
      service,  with  the  clerk  of  the court in which the action or special
      proceeding is pending. Service of process shall complete ten days  after
      such papers are filed with the clerk of the court.
        (ii)  Where  service of   a copy of process was effected by mailing in
      accordance with this section, proof of service shall be by affidavit  of
      compliance  with  this  section filed, together with the process, within
      thirty  days  after  receipt  of  the  return  receipt  signed  by   the
      corporation,  or  other  official  proof  of delivery or of the original
      envelope mailed. If a copy of the process is mailed in  accordance  with
      this  section,  there  shall  be  filed with the affidavit of compliance
      either the return receipt signed by such corporation or  other  official
      proof  of  delivery,  if  acceptance  was  refused  by  it, the original
      envelope with a notation by the postal authorities that  acceptance  was
      refused.  If  acceptance  was  refused, a copy of the notice and process
      together with notice of the mailing by registered or certified mail  and
      refusal to accept shall be promptly sent to such corporation at the same
      address by ordinary mail and the affidavit of compliance shall so state.
      Service  of  process  shall  be  complete ten days after such papers are
      filed with the clerk of the court. The refusal to accept delivery of the
      registered or certified mail or to sign the  return  receipt  shall  not
      affect  the  validity  of  the  service and such corporation refusing to
      accept such registered or certified mail shall be charged with knowledge
      of the contents thereof.
        (4) Service made as provided in this section without the  state  shall
      have the same force as personal service made within this state.
        (5) Nothing in this section shall affect the right to serve process in
      any other manner permitted by law.