2012 New York Consolidated Laws
BSC - Business Corporation
Article 10 - (1001 - 1009) NON-JUDICIAL DISSOLUTION
1005 - Procedure after dissolution.

 
  § 1005. Procedure after dissolution.
    (a) After dissolution:
    (1) The  corporation shall carry on no business except for the purpose
  of winding up its affairs.
    (2) The corporation shall proceed to wind up its affairs,  with  power
  to  fulfill  or  discharge  its  contracts, collect its assets, 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.
    (3) After paying or  adequately  providing  for  the  payment  of  its
  liabilities:
    (A) The  corporation,  if authorized at a meeting of shareholders by a
  majority of the votes of all outstanding shares entitled to vote thereon
  may sell its remaining assets, or any part thereof, for shares, bonds or
  other securities or partly for cash and  partly  for  shares,  bonds  or
  other  securities,  and  distribute  the  same  among  the  shareholders
  according to their respective rights. In the case of a sale  under  this
  subparagraph  where  the consideration is in whole or in part other than
  cash, any shareholder, entitled to vote thereon, who does not  vote  for
  or  consent  in writing to such sale, shall, subject to and by complying
  with the provisions of section 623 (Procedure to  enforce  shareholder's
  right  to receive payment for shares), have the right to receive payment
  for his shares. Section 909 (Sale, lease, exchange or other  disposition
  of assets) is not applicable to a sale of assets under this paragraph.
    (B) The  corporation,  whether  or  not  it  has  made  a  sale  under
  subparagraph (A), may distribute any remaining assets,  in  cash  or  in
  kind   or  partly  each,  among  its  shareholders  according  to  their
  respective rights.
    (b) When there are no shareholders, upon dissolution all subscriptions
  for shares shall be cancelled and all obligations of the corporation  to
  issue  shares  or  of  the  subscribers to pay their subscriptions shall
  terminate, except for such payments as may be  required  to  enable  the
  corporation to pay its liabilities.
    (c) Upon  the winding up of the affairs of the corporation, any assets
  distributable to a creditor or shareholder who is unknown or  cannot  be
  found,  or  who  is  under  disability  and  for  whom there is no legal
  representative, shall be paid to  the  state  comptroller  as  abandoned
  property  within  six  months from the date fixed for the payment of the
  final liquidating distribution, and be subject to the provisions of  the
  abandoned property law.