N.Y. Not-for-Profit Corporation Law § 1003: Certificate of dissolution; contents; approval

§ 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), 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, if required

pursuant to subparagraph two of paragraph (b) of this section, after the

attorney general has affixed thereon his or her consent to the

dissolution, such certificate of dissolution shall be 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) A statement as to whether the corporation is a charitable

corporation or a non-charitable corporation.

(5) A statement as to whether or not the corporation holds assets at

the time of authorization of its plan of dissolution and distribution of

assets as provided in section 1002 of this article (Authorization of

plan) 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 the certificate of incorporation, the by-laws, this chapter

or any other applicable law, as permitted by paragraph (a) of section

1002 (Authorization of plan) of this article, 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 the attorney

general or by a justice of the supreme court, if such approval is

required pursuant to section 1002 (Authorization of plan) of this

article. A copy of the approval of the attorney general or of the court

order shall be attached to the certificate of dissolution. In the case

of a corporation, other than a corporation incorporated pursuant to

article 15 (Public cemetery corporations), having no assets to

distribute, or 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, if required.

(b) Such certificate of dissolution shall have endorsed 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 charitable 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.