2006 New York Code - Plan Of Dissolution And Distribution Of Assets.

 
  § 1001. Plan of dissolution and distribution of assets.
    (a)  The  board  shall  adopt  a  plan  for  the  dissolution  of  the
  corporation  and  the  distribution  of  its  assets.  Such  plan  shall
  implement  any provision in the certificate of incorporation prescribing
  the distributive rights of members.
    (b) If the corporation is a Type B, C or  D  corporation  and  has  no
  assets  to distribute and no liabilities at the time of dissolution, the
  plan of dissolution shall include a statement to that effect.
    (c) If the corporation is a Type B, C or D corporation with assets  to
  distribute or liabilities, the plan of dissolution shall contain:
    (1)  a  description  with  reasonable  certainty  of the assets of the
  corporation and their fair value, and the  total  amount  of  debts  and
  other  liabilities  incurred  or estimated by the corporation, including
  the total amount of any accounting and legal fees incurred or estimated,
  in connection with the dissolution procedure.
    (2) a statement as to whether any gifts or other  assets  are  legally
  required to be used for a particular purpose.
    (3)  if  there  are  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, a
  statement that the assets owned  by  the  corporation,  subject  to  any
  unpaid  liabilities of the corporation, shall be distributed as required
  by any gift instrument or to a charitable organization or  organizations
  exempt  from  taxation pursuant to federal and state laws and engaged in
  activities substantially similar to those of the dissolved  corporation.
  Each  such  recipient organization shall be identified and the governing
  instrument and amendments thereto of  each  of  the  proposed  recipient
  organizations  shall  be  annexed  to  such  statement,  along  with the
  financial reports of each recipient  organization  for  the  last  three
  years  and  a  sworn  affidavit  from  a  director  and  officer of each
  recipient organization stating the purposes  of  the  organization,  and
  that it is currently exempt from federal income taxation.
    (4) if any of the assets of the corporation are to be distributed to a
  recipient for a particular legally required purpose, an agreement by the
  recipient  to  apply  the assets received only for such purpose shall be
  included.