State Codes and Statutes

Statutes > New-york > Npc > Article-10 > 1003

§ 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) 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.

State Codes and Statutes

Statutes > New-york > Npc > Article-10 > 1003

§ 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) 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.

State Codes and Statutes

State Codes and Statutes

Statutes > New-york > Npc > Article-10 > 1003

§ 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) 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.