US Laws, Codes, Statutes & Cases

 
  § 1003. Certificate of dissolution; contents; approval.
    (a)  After the plan of dissolution and distribution of assets has been
  adopted, authorized, approved and carried out pursuant to the  terms  of
  the  plan  within  the  time period set forth pursuant to section 1002-a
  (Carrying out the plan of dissolution and distribution  of  assets)  and
  the  attorney  general has affixed thereon an endorsement that such plan
  has been carried out as required by paragraph (b)  of  this  section,  a
  certificate   of   dissolution,  entitled  "Certificate  of  dissolution
  of ........  (name  of  corporation)   under   section   1003   of   the
  Not-for-Profit  Corporation  Law"  shall  be signed and delivered to the
  department of state. It shall set forth:
    (1) The name of the corporation and, if its name has been changed, the
  name under which it was formed.
    (2) The date  its  certificate  of  incorporation  was  filed  by  the
  department of state.
    (3) The name and address of each of its officers and directors.
    (4) The type of corporation it is at the time of dissolution.
    (5)  A  statement as to whether or not the corporation holds assets at
  the time of dissolution which are legally required  to  be  used  for  a
  particular purpose.
    (6) That the corporation elects to dissolve.
    (7)  The  manner  in  which  the  dissolution  was  authorized. If the
  dissolution of the corporation is authorized by a vote of the  directors
  and/or  members  of  the  corporation  that is less than that ordinarily
  required by this chapter or any other applicable law,  as  permitted  by
  paragraph  (a)  of  section  1002  (Authorization  of  plan),  then  the
  certificate of dissolution shall so state.
    (8) A  statement  that  prior  to  delivery  of  such  certificate  of
  dissolution  to  the  department  of  state  for  filing,  the  plan  of
  dissolution and distribution of assets has been approved by a justice of
  the supreme court, if such approval is required, along with  a  copy  of
  the  order.  In  the  case  of  a  corporation, other than a corporation
  incorporated pursuant to  article  15  (Public  cemetery  corporations),
  having  no  assets  to  distribute,  other  than a reserve not to exceed
  twenty-five thousand dollars for the  purpose  of  paying  ordinary  and
  necessary  expenses  of  winding  up  its affairs including attorney and
  accountant fees, and liabilities not in excess of ten  thousand  dollars
  at  the  time  of  dissolution,  a  statement that a copy of the plan of
  dissolution which contains the statement prescribed by paragraph (b)  of
  section  1001  (Plan of dissolution and distribution of assets) has been
  duly filed with the attorney general.
    (b) Such certificate of dissolution shall  have  indorsed  thereon  or
  annexed thereto the approval of the dissolution:
    (1) By a governmental body or officer, if such approval is required. A
  corporation  whose  statement  of  purposes  specifically  includes  the
  establishment or operation of a child day care center, as that  term  is
  defined  in  section  three  hundred  ninety of the social services law,
  shall provide  a  certified  copy  of  any  certificate  of  dissolution
  involving such corporation to the office of children and family services
  within  thirty  days  after  the  filing  of  such  dissolution with the
  department of state.
    (2) By the attorney  general  in  the  case  of  a  Type  B,  C  or  D
  corporation,  or  any other corporation that holds assets at the time of
  dissolution legally required to be used for a particular purpose.
    (c) The application to  the  attorney  general  for  approval  of  the
  certificate  of  dissolution  pursuant  to paragraph (b) of this section
  shall be by verified petition and shall include a final financial report
  showing disposition of all of the corporation's assets and  liabilities,
  the  requisite  governmental approvals and the appropriate fees, if any,
  accompanied by the certificate of dissolution.