N.Y. Business Corporation Law § 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.