N.Y. Not-for-Profit Corporation Law § 1002-a: Carrying out the plan of dissolution and distribution of assets

§ 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 and distribution of assets, 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 shall have been (1) authorized as provided in

section 1002 (Authorization of plan) of this article, (2) approved by

any governmental body or officer whose approval is required pursuant to

paragraph (c) of section 1002 (Authorization of plan) of this article,

and (3) approved by either the attorney general or a justice of the

supreme court pursuant to paragraph (d) of section 1002 (Authorization

of plan) of this article. 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 either for a

charitable purpose 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

the plan of dissolution and distribution or, if applicable, as approved

by the attorney general or ordered by the supreme court pursuant to

section 1002 (Authorization of plan) of this article. 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 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.