§ 1003 — Certificate of dissolution; contents; approval

New York § 1003

• Jurisdiction: New York
• Law NPC: Not-for-Profit Corporation
• Art. 10: Non-judicial Dissolution

Text

§ 1003. Certificate of dissolution; contents; approval.\n (a) After the plan of dissolution and distribution of assets has been\nadopted, authorized, approved and carried out pursuant to the terms of\nthe plan within the time period set forth pursuant to section 1002-a\n(Carrying out the plan of dissolution and distribution of assets), a\ncertificate of dissolution, entitled "Certificate of dissolution\nof ........ (name of corporation) under section 1003 of the\nNot-for-Profit Corporation Law" shall be signed and, if required\npursuant to subparagraph two of paragraph (b) of this section, after the\nattorney general has affixed thereon his or her consent to the\ndissolution, such certificate of dissolution shall be delivered to the\ndepartment of state. It shall set forth:\n (1) The name of the corporation and, if its name has been changed, the\nname under which it was formed.\n (2) The date its certificate of incorporation was filed by the\ndepartment of state.\n (3) The name and address of each of its officers and directors.\n (4) A statement as to whether the corporation is a charitable\ncorporation or a non-charitable corporation.\n (5) A statement as to whether or not the corporation holds assets at\nthe time of authorization of its plan of dissolution and distribution of\nassets as provided in section 1002 of this article (Authorization of\nplan) which are legally required to be used for a particular purpose.\n (6) That the corporation elects to dissolve.\n (7) The manner in which the dissolution was authorized. If the\ndissolution of the corporation is authorized by a vote of the directors\nand/or members of the corporation that is less than that ordinarily\nrequired by the certificate of incorporation, the by-laws, this chapter\nor any other applicable law, as permitted by paragraph (a) of section\n1002 (Authorization of plan) of this article, then the certificate of\ndissolution shall so state.\n (8) A statement that prior to delivery of such certificate of\ndissolution to the department of state for filing, the plan of\ndissolution and distribution of assets has been approved by the attorney\ngeneral or by a justice of the supreme court, if such approval is\nrequired pursuant to section 1002 (Authorization of plan) of this\narticle. A copy of the approval of the attorney general or of the court\norder shall be attached to the certificate of dissolution. In the case\nof a corporation, other than a corporation incorporated pursuant to\narticle 15 (Public cemetery corporations), having no assets to\ndistribute, or having no assets to distribute other than a reserve not\nto exceed twenty-five thousand dollars for the purpose of paying\nordinary and necessary expenses of winding up its affairs including\nattorney and accountant fees, and liabilities not in excess of ten\nthousand dollars at the time of dissolution, a statement that a copy of\nthe plan of dissolution which contains the statement prescribed by\nparagraph (b) of section 1001 (Plan of dissolution and distribution of\nassets) has been duly filed with the attorney general, if required.\n (b) Such certificate of dissolution shall have endorsed thereon or\nannexed thereto the approval of the dissolution:\n (1) By a governmental body or officer, if such approval is required. A\ncorporation whose statement of purposes specifically includes the\nestablishment or operation of a child day care center, as that term is\ndefined in section three hundred ninety of the social services law,\nshall provide a certified copy of any certificate of dissolution\ninvolving such corporation to the office of children and family services\nwithin thirty days after the filing of such dissolution with the\ndepartment of state.\n (2) By the attorney general in the case of a charitable corporation,\nor any other corporation that holds assets at the time of dissolution\nlegally required to be used for a particular purpose.\n (c) The application to the attorney general for approval of the\ncertificate of dissolution pursuant to paragraph (b) of this section\nshall be by verified petition and shall include a final financial report\nshowing disposition of all of the corporation's assets and liabilities,\nthe requisite governmental approvals and the appropriate fees, if any,\naccompanied by the certificate of dissolution.\n