Section 1003. Certificate of dissolution; contents; approval  


Latest version.
  • (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) The type of corporation it is at the time of dissolution.
        (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), 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 a justice of
      the  supreme  court,  if  such approval is required. A copy of the 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, 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 indorsed 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  Type  B, C or D
      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.