N.Y. Not-for-Profit Corporation Law § 1012: Certificate of annulment of dissolution and reinstatement of corporate existence

§ 1012. Certificate of annulment of dissolution and reinstatement of

corporate existence.

(a) Any corporation dissolved under former section 57 of the

membership corporations law may, at any time after the effective date of

this chapter, deliver to the department of state a signed certificate

which shall be entitled, "certificate of annulment of dissolution and

reinstatement of corporate existence of .............................

(name of corporation) pursuant to section 1012 of the Not-for-Profit

Corporation Law", and shall set forth:

(1) The name of the corporation and, if it has been changed, the name

under which it was formed.

(2) The date of the filing of its certificate of incorporation by the

department of state.

(3) The law under which it was formed.

(4) That it failed to deliver to the department of state a

certificate, as required by subdivision 1 of section 57 of the

membership corporations law.

(5) That it elects to be reinstated and to continue its corporate

existence.

(6) That it is a charitable corporation or a non-charitable

corporation, as applicable.

(b) Notwithstanding subparagraph one of paragraph (a) of section 1006

(Corporate action and survival of remedies after dissolution), the

directors of a corporation whose dissolution is annulled under this

section shall be deemed trustees of its assets, unless such assets have

been distributed pursuant to section 1002-a (Carrying out the plan of

dissolution and distribution of assets).

(c) The filing of such certificate by the department of state shall

have the effect of annulling all of the proceedings theretofore taken

for the dissolution of such corporation, and it shall thereafter have

such corporate powers, rights, privileges, immunities, duties and

liabilities as it had on the date of publication of the proclamation of

dissolution, as if such proclamation had not been made and published.

(d) The department of state shall not file a certificate of annulment

of dissolution and reinstatement of corporate existence if the name of

the corporation being reinstated is not available under section 301

(Corporate name; general) for use by a corporation then being formed

under this chapter, unless such certificate shall change the name to one

which is available for such use.

(e) If, after the publication of the proclamation of dissolution, it

shall appear that the name of any corporation was erroneously included

therein, the secretary of state shall make an appropriate entry on the

records of the department of state, which entry shall have the effect of

annulling all of the proceedings theretofore taken for the dissolution

of the corporation under this section, and it shall have such corporate

powers, rights, privileges, immunities, duties and liabilities as it had

on the date of such publication of the proclamation, as if such

proclamation had not been made and published.

(f) Whenever a corporation has complied with paragraph (a) or the

action specified in paragraph (e) has been taken, the secretary of state

shall publish a notice thereof in the state advertising bulletin and

shall send a copy of such bulletin to the clerk of the county in which

the office of the corporation is located. The county clerk shall file

such copy and make appropriate entry on his record without charge.

(g) Nothing in this section shall be deemed to extend the duration of

any corporation as stated in its certificate of incorporation.

(h) The fee of the secretary of state for filing a certificate under

this section shall be ten dollars.