US Laws, Codes, Statutes & Cases

 
  § 1002-a. Carrying  out  the  plan  of  dissolution  and distribution of
                assets.
    Prior to filing the certificate of dissolution with the department  of
  state, a corporation, as applicable, shall:
    (a)  Carry  out  the  plan  of  dissolution,  pay  its liabilities and
  distribute its assets in accordance therewith within two hundred seventy
  days from the date the plan of dissolution and distribution of assets is
  approved by the court or, if such approval is not required  pursuant  to
  paragraph  (d)  of  section 1002 (Authorization of plan), from such date
  such  plan  is  filed  with  the  attorney  general.  Evidence  of   the
  disposition of its assets and payment of its liabilities pursuant to the
  plan of dissolution and distribution of assets shall be submitted by the
  corporation  to  the attorney general and any other governmental body or
  officer, as required under applicable laws. If the plan  of  dissolution
  and  distribution  of assets cannot be carried out within the prescribed
  time, the attorney general may upon good cause shown extend  such  time,
  or  any  extended period of time, by not fewer than thirty days nor more
  than one year;
    (b) Pursuant to the plan of dissolution  and  distribution  of  assets
  fulfill or discharge its contracts, collect and sell its assets for cash
  at  public or private sale, discharge or pay its liabilities, and do all
  other acts appropriate to liquidate its business;
    (c) Distribute the assets of the corporation that remain after  paying
  or  adequately  providing  for  the  payment  of its liabilities, in the
  following manner:
    (1) assets  received  and  held  by  the  corporation  for  a  purpose
  specified  as Type B in paragraph (b) of section 201 (Purposes) or which
  are legally required to be  used  for  a  particular  purpose  shall  be
  distributed  to  one  or  more domestic or foreign corporations or other
  organizations engaged in activities substantially similar  to  those  of
  the  dissolved corporation pursuant to a plan of distribution adopted as
  provided in section  1001  (Plan  of  dissolution  and  distribution  of
  assets) or, if applicable, as ordered by the court to which such plan is
  submitted  for  approval under section 1002 (Authorization of plan). Any
  disposition of assets contained in a will or other instrument, in  trust
  or  otherwise,  made  before  or  after  the  dissolution, to or for the
  benefit of any corporation so  dissolved  shall  inure  to  or  for  the
  benefit  of the corporation or organization acquiring such assets of the
  dissolved corporation as provided in this section,  and  so  far  as  is
  necessary  for  that  purpose  the corporation or organization acquiring
  such  disposition  shall  be  deemed  a  successor  to   the   dissolved
  corporation  with  respect  to such assets; provided, however, that such
  disposition  shall  be  devoted  by   the   acquiring   corporation   or
  organization to the purposes intended by the testator, donor or grantor.
    (2)  assets  other  than  those  described by subparagraph one of this
  paragraph,  if  any,  shall  be  distributed  in  accordance  with   the
  specifications of the plan of distribution of assets adopted as provided
  in  section 1001 (Plan of dissolution and distribution of assets) or, to
  the  extent  that  the  certificate  of  incorporation  prescribes   the
  distributive  rights  of members, or of any class or classes of members,
  as provided in such certificate;
    (d) Within six months from the date fixed for the payment of the final
  liquidating distribution pursuant to paragraph (a) of this section,  pay
  any  assets  distributable  to  a  creditor  or member who is unknown or
  cannot be found, to the state  comptroller  pursuant  to  the  abandoned
  property law;
    (e)  Distribute  assets  that  are  not subject to subparagraph one of
  paragraph  (c)  of  this  section  under  a  plan  of  distribution,  in
  accordance with the following order of priorities:
    (1) holders of certificates of subvention.
    (2) holders of capital certificates.
    (3) members, if permitted by law.