§ 1012 — Certificate of annulment of dissolution and reinstatement of corporate existence

New York § 1012

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

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§ 1012. Certificate of annulment of dissolution and reinstatement of\n corporate existence.\n (a) Any corporation dissolved under former section 57 of the\nmembership corporations law may, at any time after the effective date of\nthis chapter, deliver to the department of state a signed certificate\nwhich shall be entitled, "certificate of annulment of dissolution and\nreinstatement of corporate existence of .............................\n(name of corporation) pursuant to section 1012 of the Not-for-Profit\nCorporation Law", and shall set forth:\n (1) The name of the corporation and, if it has been changed, the name\nunder which it was formed.\n (2) The date of the filing of its certificate of incorporation by the\ndepartment of state.\n (3) The law under which it was formed.\n (4) That it failed to deliver to the department of state a\ncertificate, as required by subdivision 1 of section 57 of the\nmembership corporations law.\n (5) That it elects to be reinstated and to continue its corporate\nexistence.\n (6) That it is a charitable corporation or a non-charitable\ncorporation, as applicable.\n (b) Notwithstanding subparagraph one of paragraph (a) of section 1006\n(Corporate action and survival of remedies after dissolution), the\ndirectors of a corporation whose dissolution is annulled under this\nsection shall be deemed trustees of its assets, unless such assets have\nbeen distributed pursuant to section 1002-a (Carrying out the plan of\ndissolution and distribution of assets).\n (c) The filing of such certificate by the department of state shall\nhave the effect of annulling all of the proceedings theretofore taken\nfor the dissolution of such corporation, and it shall thereafter have\nsuch corporate powers, rights, privileges, immunities, duties and\nliabilities as it had on the date of publication of the proclamation of\ndissolution, as if such proclamation had not been made and published.\n (d) The department of state shall not file a certificate of annulment\nof dissolution and reinstatement of corporate existence if the name of\nthe corporation being reinstated is not available under section 301\n(Corporate name; general) for use by a corporation then being formed\nunder this chapter, unless such certificate shall change the name to one\nwhich is available for such use.\n (e) If, after the publication of the proclamation of dissolution, it\nshall appear that the name of any corporation was erroneously included\ntherein, the secretary of state shall make an appropriate entry on the\nrecords of the department of state, which entry shall have the effect of\nannulling all of the proceedings theretofore taken for the dissolution\nof the corporation under this section, and it shall have such corporate\npowers, rights, privileges, immunities, duties and liabilities as it had\non the date of such publication of the proclamation, as if such\nproclamation had not been made and published.\n (f) Whenever a corporation has complied with paragraph (a) or the\naction specified in paragraph (e) has been taken, the secretary of state\nshall publish a notice thereof in the state advertising bulletin and\nshall send a copy of such bulletin to the clerk of the county in which\nthe office of the corporation is located. The county clerk shall file\nsuch copy and make appropriate entry on his record without charge.\n (g) Nothing in this section shall be deemed to extend the duration of\nany corporation as stated in its certificate of incorporation.\n (h) The fee of the secretary of state for filing a certificate under\nthis section shall be ten dollars.\n