§ 1001 — Plan of dissolution and distribution of assets

§ 1001. Plan of dissolution and distribution of assets.\n (a) The board shall adopt a plan for the dissolution of the\ncorporation and the distribution of its assets. Such plan shall\nimplement any provision in the certificate of incorporation prescribing\nthe distributive rights of members.\n (b) If the corporation is a charitable corporation and has no assets\nto distribute and no liabilities at the time of dissolution, the plan of\ndissolution shall include a statement to that effect.\n (c) If the corporation has no assets to distribute, other than a\nreserve not to exceed twenty-five thousand dollars for the purpose of\npaying ordinary and necessary expenses of winding up its affairs\nincluding attorney and accountant fees, and liabilities not in excess of\nten thousand dollars at the time of adoption of the plan of dissolution,\nthe plan of dissolution shall include a statement to that effect.\n (d) If the corporation has assets to distribute or liabilities, the\nplan of dissolution shall contain:\n (1) a description with reasonable certainty of the assets of the\ncorporation and their fair value, and the total amount of debts and\nother liabilities incurred or estimated by the corporation, including\nthe total amount of any accounting and legal fees incurred or estimated,\nin connection with the dissolution procedure.\n (2) a statement as to whether any gifts or other assets are legally\nrequired to be used for a particular purpose.\n (3) if there are assets received and held by the corporation either\nfor a charitable purpose or which are legally required to be used for a\nparticular purpose, a statement that the assets owned by the\ncorporation, subject to any unpaid liabilities of the corporation, shall\nbe distributed as required by any gift instrument or to a charitable\ncorporation or organization or organizations exempt from taxation\npursuant to federal and state laws and engaged in activities\nsubstantially similar to those of the dissolved corporation. Each such\nrecipient organization shall be identified and the governing instrument\nand amendments thereto of each of the proposed recipient organizations\nshall be annexed to such statement, along with the most recent financial\nreport of each recipient organization and a sworn affidavit from a\ndirector and officer of each recipient organization stating the purposes\nof the organization, and that it is currently exempt from federal income\ntaxation.\n (4) if any of the assets of the corporation are to be distributed to a\nrecipient for a particular legally required purpose, an agreement by the\nrecipient to apply the assets received only for such purpose shall be\nincluded.\n