§ 1002-A — Carrying out the plan of dissolution and distribution of assets

§ 1002-a. Carrying out the plan of dissolution and distribution of\n assets.\n Prior to filing the certificate of dissolution with the department of\nstate, a corporation, as applicable, shall:\n (a) Carry out the plan of dissolution and distribution of assets, pay\nits liabilities and distribute its assets in accordance therewith within\ntwo hundred seventy days from the date the plan of dissolution and\ndistribution of assets shall have been (1) authorized as provided in\nsection 1002 (Authorization of plan) of this article, (2) approved by\nany governmental body or officer whose approval is required pursuant to\nparagraph (c) of section 1002 (Authorization of plan) of this article,\nand (3) approved by either the attorney general or a justice of the\nsupreme court pursuant to paragraph (d) of section 1002 (Authorization\nof plan) of this article. Evidence of the disposition of its assets and\npayment of its liabilities pursuant to the plan of dissolution and\ndistribution of assets shall be submitted by the corporation to the\nattorney general and any other governmental body or officer, as required\nunder applicable laws. If the plan of dissolution and distribution of\nassets cannot be carried out within the prescribed time, the attorney\ngeneral may upon good cause shown extend such time, or any extended\nperiod of time, by not fewer than thirty days nor more than one year;\n (b) Pursuant to the plan of dissolution and distribution of assets,\nfulfill or discharge its contracts, collect and sell its assets for cash\nat public or private sale, discharge or pay its liabilities, and do all\nother acts appropriate to liquidate its business;\n (c) Distribute the assets of the corporation that remain after paying\nor adequately providing for the payment of its liabilities, in the\nfollowing manner:\n (1) assets received and held by the corporation either for a\ncharitable purpose or which are legally required to be used for a\nparticular purpose, shall be distributed to one or more domestic or\nforeign corporations or other organizations engaged in activities\nsubstantially similar to those of the dissolved corporation pursuant to\nthe plan of dissolution and distribution or, if applicable, as approved\nby the attorney general or ordered by the supreme court pursuant to\nsection 1002 (Authorization of plan) of this article. Any disposition of\nassets contained in a will or other instrument, in trust or otherwise,\nmade before or after the dissolution, to or for the benefit of any\ncorporation so dissolved shall inure to or for the benefit of the\ncorporation or organization acquiring such assets of the dissolved\ncorporation as provided in this section, and so far as is necessary for\nthat purpose the corporation or organization acquiring such disposition\nshall be deemed a successor to the dissolved corporation with respect to\nsuch assets; provided, however, that such disposition shall be devoted\nby the acquiring corporation or organization to the purposes intended by\nthe testator, donor or grantor.\n (2) assets other than those described by subparagraph one of this\nparagraph, if any, shall be distributed in accordance with the\nspecifications of the plan of dissolution and distribution of assets or,\nto the extent that the certificate of incorporation prescribes the\ndistributive rights of members, or of any class or classes of members,\nas provided in such certificate;\n (d) Within six months from the date fixed for the payment of the final\nliquidating distribution pursuant to paragraph (a) of this section, pay\nany assets distributable to a creditor or member who is unknown or\ncannot be found, to the state comptroller pursuant to the abandoned\nproperty law;\n (e) Distribute assets that are not subject to subparagraph one of\nparagraph (c) of this section under a plan of distribution, in\naccordance with the following order of priorities:\n (1) holders of certificates of subvention.\n (2) holders of capital certificates.\n (3) members, if permitted by law.\n