§ 197. Payment of tax and penalties. 1. To the extent the taxes and
fees imposed by this article shall not have been previously paid,

(a) such taxes and fees, or the balance thereof, shall be payable to
the tax commission in full at the time the taxpayer's report is required
to be filed, and

(b) such taxes and fees, or the balance thereof, imposed on any
taxpayer which ceased to exercise its franchise or to be subject to any
of the taxes or fees imposed by this article shall be payable to the tax
commission at the time the report is required to be filed, provided any
such tax or fee of a domestic corporation which continues to possess its
franchise shall be subject to adjustment as the circumstances may
require; all other taxes and fees of any such taxpayer, which pursuant
to the foregoing provisions of this section would otherwise be payable
subsequent to the time such report is required to be filed, shall
nevertheless be payable at such time.

2. Where an application for consent to dissolution, as provided by
section one thousand four of the business corporation law, is filed with
the commissioner of taxation and finance, such consent shall be given
only if the commissioner of taxation and finance ascertains that all
fees and taxes imposed under this chapter or any related statute, as
defined in section eighteen hundred of this chapter, as well as
penalties and interest charges related thereto, accrued against the
corporation have been paid, and where such application for consent to
dissolution is filed with such commissioner prior to the commencement of
any tax year or period, by a corporation subject to tax under articles
nine or nine-a of this chapter, such corporation shall not be liable for
any tax imposed by said articles for such following year or period
(except as may be otherwise provided in section one hundred ninety-one,
subdivision nine of section one hundred eighty-two, subdivision nine of
section one hundred eighty-two-a, subdivision nine of section one
hundred eighty-two-b and subdivision three of section two hundred nine
of this chapter), provided that the certificate of dissolution for such
corporation is duly filed in the office of the secretary of state within
ninety days after the commencement of such tax year or period and such
corporation does not conduct business in such tax year or period.

3. Notwithstanding any other provision of this article, the tax
commission may grant a reasonable extension of time for payment of any
tax or fee imposed by this article under such conditions as it deems
just and proper.