N.Y. Tax Law § 180

* § 180. Organization tax; taxes on changes of capital. 1. (a)\nImposition. Every stock corporation incorporated under any law of this\nstate and every corporation formed under the business corporation law of\nthis state shall pay a tax of one-twentieth of one per centum upon the\namount of the par value of all the shares with a par value which it is\nauthorized to issue and a tax of five cents on each share without a par\nvalue which it is authorized to issue, and a like tax upon any shares\nsubsequently authorized, except as hereinafter provided.\n (b) Changes with respect to shares. (1) Every corporation which shall\nchange shares with par value into shares without par value shall pay a\ntax of five cents for each share without par value resulting from such\nchange, less one-twentieth of one per centum of the par value on the\nshares with par value so changed.\n (2) Every corporation which shall change shares without par value into\nshares with par value shall pay a tax of one-twentieth of one per centum\nupon the amount of the par value of the shares resulting from such\nchange, less five cents with respect to each share without par value so\nchanged.\n (3) Every corporation which shall change shares without par value into\nshares without par value shall pay a tax of five cents for each share\nwithout par value resulting from such change, less five cents with\nrespect to each share without par value so changed, and less five cents\nwith respect to each share without par value not authorized previous to\nsuch change but resulting from such change and issued pursuant to the\nterms upon which such change is made, provided such change is effected\nafter the expiration of five years from the date of the filing of a\ncertificate of incorporation pursuant to the stock corporation law or\nthe business corporation law or a certificate of amendment to effect the\nchange provided for in subparagraph five of paragraph c of subdivision\ntwo of section thirty-five of the stock corporation law or in\nsubparagraph eleven of paragraph (b) of section eight hundred one of the\nbusiness corporation law.\n (4) Every corporation which shall change shares with par value into\nboth shares with par value and shares without par value shall pay a tax\nof one-twentieth of one per centum upon the amount of the par value of\nthe shares with par value resulting from such change plus five cents for\neach share without par value resulting from such change, less\none-twentieth of one per centum of the par value of the shares with par\nvalue so changed.\n (5) Every corporation which shall change shares without par value into\nboth shares with par value and shares without par value shall pay a tax\nof one-twentieth of one per centum upon the amount of the par value of\nthe shares with par value resulting from such change plus five cents for\neach share without par value resulting from such change, less five cents\nwith respect to each share without par value so changed.\n (c) Minimum tax. Provided, that in no case shall a tax under this\nsection be less than ten dollars.\n (d) Payment. Such tax shall be due and payable upon the incorporation\nof such corporation and upon any subsequent authorization, increase of\npar value or change of shares. Except in the case of a railroad\ncorporation, neither the secretary of state nor county clerk shall file\nany certificate of incorporation, or of amendment increasing capital\nstock, or the number of par value of shares, or a certificate of merger\nor consolidation, or certificate of change or authorization of shares,\nor give any certificate to any such corporation until such tax has been\npaid, and no stock corporation or corporation formed under the business\ncorporation law shall have or exercise any corporate franchise or\npowers, or carry on business in this state until such tax shall have\nbeen paid.\n (e) Mergers and consolidations. In case of the merger or the\nconsolidation of existing corporations into a single corporation, a new\ncorporation resulting from such consolidation or a constituent\ncorporation surviving such merger or consolidation shall be required to\npay the tax hereinbefore provided for, only if it is incorporated under\nthe laws of this state, and then only upon the taxable amount of its\ncapital stock or shares in excess of the aggregate amount of capital\nstock or shares of such of the constituent corporations as were\norganized under the laws of this state.\n (f) Special corporations. This section shall not apply to state and\nnational banks and trust companies or to building, mutual loan,\naccumulating fund and cooperative associations. A railroad corporation\nneed not pay such tax at the time of filing its certificate of\nincorporation, but shall pay the same before the public service\ncommission shall grant a certificate, as required by the railroad law,\nauthorizing the construction of the road as proposed in its articles of\nassociation, and such certificate shall not be granted by the public\nservice commission until it is furnished with a receipt for such tax\nfrom the secretary of state. If the board of railroad commissioners or\npublic service commission shall have heretofore granted, or the public\nservice commission shall hereafter grant, such certificate and upon an\nappeal from the determination of such board of railroad commissioners or\npublic service commission, such certificate has been or may hereafter be\ndenied, the state treasurer shall refund the amount of tax so paid to\nthe railroad corporation or corporations by which such tax was paid,\nupon proof of payment being presented and appropriation being made\ntherefor.\n 1-a. A corporation organized pursuant to an order of the supreme court\nmade under the provisions of chapter seven hundred forty-five of the\nlaws of nineteen hundred thirty-three, shall be exempt from the payment\nof the taxes imposed by subdivision one hereof. In lieu thereof, each\nsuch corporation shall pay a tax of ten dollars.\n 2. The tax imposed by this section shall be collected by the state\nofficer in whose office the original certificate of incorporation or\ncertificate of increase of amount of capital stock or certificate of\nincrease of number or par value of shares or consolidation agreement, or\ncertificate changing or authorizing shares, as the case may be, is\nrequired by law to be filed, and such state officer shall, except in the\ncase of the certificate of incorporation of a railroad corporation,\ncollect such tax before filing such certificate and shall note the\npayment of such tax thereon and shall issue a receipt therefor.\n 3. A corporation that is located exclusively within the state in a\ntax-free NY area approved pursuant to article twenty-one of the economic\ndevelopment law shall be exempt from the tax imposed by this section.\n * NB Repealed January 1, 2015\n