New York § 1006 Corporate action and survival of remedies after dissolution

New York Statutes

§ 1006 — Corporate action and survival of remedies after dissolution

New York § 1006

Law NPCNot-for-Profit Corporation

Art. 10Non-judicial Dissolution

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Bluebook

N.Y. Not-for-Profit Corporation § 1006 (2026).

Text

§ 1006. Corporate action and survival of remedies after dissolution.\n  (a) After dissolution, a corporation shall not commence any new\nactivities. A dissolved corporation, its directors, officers and members\nmay continue to function for the purpose of winding up the affairs of\nthe corporation in the same manner as if the dissolution had not taken\nplace, except as otherwise provided in this chapter or by court order.\nIn particular and without limiting the generality of the foregoing:\n  (1) The directors of a dissolved corporation shall not be deemed to be\ntrustees of its assets; title to such assets shall not vest in them, but\nshall remain in the corporation until transferred by it in its corporate\nname.\n  (2) Dissolution shall not change quorum or voting requirements for the\nbo

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§ 1006. Corporate action and survival of remedies after dissolution.\n (a) After dissolution, a corporation shall not commence any new\nactivities. A dissolved corporation, its directors, officers and members\nmay continue to function for the purpose of winding up the affairs of\nthe corporation in the same manner as if the dissolution had not taken\nplace, except as otherwise provided in this chapter or by court order.\nIn particular and without limiting the generality of the foregoing:\n (1) The directors of a dissolved corporation shall not be deemed to be\ntrustees of its assets; title to such assets shall not vest in them, but\nshall remain in the corporation until transferred by it in its corporate\nname.\n (2) Dissolution shall not change quorum or voting requirements for the\nboard or members, or provisions regarding election, appointment,\nresignation or removal of, or filling vacancies among, directors or\nofficers, or provisions regarding amendment or repeal of by-laws or\nadoption of new by-laws.\n (3) Capital certificates may be transferred and determination of\nmembers for any purpose may be made without closing the record of\nmembers until such time, if any, as such record may be closed, and\neither the board or the members may close it.\n (4) The corporation may sue or be sued in all courts and participate\nin actions and proceedings, whether judicial, administrative,\narbitrative or otherwise, in its corporate name, and process may be\nserved by or upon it.\n (b) The dissolution of a corporation shall not affect any remedy\navailable to or against such corporation, its directors, officers or\nmembers, for any right or claim existing or any liability incurred\nbefore such dissolution, except as provided in sections 1007 (Notice to\ncreditors; filing or barring claims) or 1008 (Jurisdiction of supreme\ncourt to supervise dissolution and liquidation.)\n