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Foreclosure Defense Florida

Judge Sees Dead Corporations Continuing To File Lawsuits…..(Next up, My Appeal in American Home Mortgage Servicing)

My next post will be my appeal in an American Home Mortgage Servicing Case.   America needs to understand that there are in fact two AHMSI corporations, and America needs to understand exactly what happened when the first AHMSI went bankrupt.   That dead corporation does not just get to keep on living as if nothing at all has happened….but more on that later.   For now, read the following opinion and understand how this applies in so many foreclosure lawsuits being maintained by dead corporations…..from the opinion:
This is another case which is slowly convincing me that I am the judge in the “Sixth Sense” part of the Civil Court where, like characters in that film who only see dead people, I am relegated to seeing cases with “dead corporations” represented by “dead law firms.”
A. Was the Underlying Action Properly Brought?
The underlying litigation was commenced by Centurion Capital Corporation with the filing of the summons and complaint by the plaintiff with the clerk of the court. The [*2]complaint alleges that Centurion Capital Corporation is a Maryland Corporation with an office in Rockville, Maryland. No New York business address is recited. Nor is there any recitation as to Centurion Capital Corporation having any legal status in New York.
A check of the Maryland Department of State records shows that Centurion Capital Corporation was formed on March 24, 2005 for the purpose “to engage in the purchase, management and sale of accounts receivables from creditors….” The Maryland records disclose that Centurion Capital Corporation filed articles of dissolution with the Department of State on March 25, 2009 thereby terminating this entity’s legal existence.
A check of the New York Department of State-Division of Corporations records reveals that there once was a domestic corporation in New York called Centurion Capital Corporation, however, it was declared “Inactive” and dissolved by proclamation with its authority annulled on June 24, 1992. A dissolution by proclamation is issued when a corporation is delinquent in its tax obligations to New York State for a period of two years [Tax Law §203-a]. Such a corporation is “legally dead” [41 East 1st Street Rehab Corp. v Lopez, 26 Misc 3d 990 (2009)]. Clearly the New York entity was not the plaintiff in this action having been dissolved thirteen years before the Maryland corporation was formed.
There is no indication that the original entity was revived. Nor is there any indication that the Maryland Centurion Capital Corporation has ever registered to do business in the State of New York as a “foreign corporation.” There was also a “Centurion Capital Corp.” registered in New York, which was created in 1976 and dissolved by proclamation in 1982. But that entity used “Corp.” and not “Corporation” like the plaintiff herein. A second entity “Centurion Capital Corp.” is currently an active New York domestic corporation.
In order for a foreign corporation doing business in New York to maintain any action or special proceeding in this state it must obtain a certificate of authority to do so and pay all state fees and taxes [Business Corporations Law §1301 & §1312(a)]. The failure of a foreign corporation doing business in New York to so register precludes that entity from “maintaining” an action or special proceeding until such authority is obtained [BCL §1312(a)].

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