§ 1001. Plan of dissolution and distribution of assets. (a) The board shall adopt a plan for the dissolution of the corporation and the distribution of its assets. Such plan shall implement any provision in the certificate of incorporation prescribing the distributive rights of members. (b) If the corporation is a charitable corporation and has […]
§ 1002. Authorization of plan. (a) Upon adopting a plan of dissolution and distribution of assets, the board shall submit it to a vote of the members, if any, and such plan shall be approved at a meeting of members by two-thirds vote as provided in paragraph (c) of section 613 (Vote of members) of […]
§ 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 […]
§ 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 […]
§ 1004. Certificate of dissolution; filing; effect. (a) The department of state shall not file a certificate of dissolution unless the consent of the state department of taxation and finance to the dissolution is attached thereto. Upon filing the certificate, the corporation is dissolved. (b) Notwithstanding paragraph (a) of this section, with respect to any […]
§ 1006. Corporate action and survival of remedies after dissolution. (a) After dissolution, a corporation shall not commence any new activities. A dissolved corporation, its directors, officers and members may continue to function for the purpose of winding up the affairs of the corporation in the same manner as if the dissolution had not taken […]
§ 1007. Notice to creditors by corporations intending to dissolve; filing or barring claims. (a) At any time after the plan of dissolution and distribution of assets shall have been (1) authorized as provided in section 1002 of this article (Authorization of plan), (2) approved by any governmental body or officer whose approval is required […]
§ 1008. Jurisdiction of supreme court to supervise dissolution and liquidation. (a) At any time after the filing of a certificate of dissolution under this article, the supreme court in the judicial district where the office of the corporation was located at the date of its dissolution, in a special proceeding instituted under this section, […]
§ 1009. Applicability to dissolution under other provisions. The provisions of paragraphs (c), (d) and (e) of section 1002-a of this article (Carrying out the plan of dissolution and distribution of assets), sections 1006 (Corporate action and survival of remedies after dissolution), 1007 (Notice to creditors; filing or barring claims) and 1008 (Jurisdiction of supreme […]
§ 1010. Revocation of voluntary dissolution proceedings. (a) At any time prior to the filing of a certificate of dissolution by the department of state, a corporation may revoke the action taken to dissolve the corporation in the following manner: (1) If there are members entitled to vote thereon: (A) Unless the certificate of incorporation […]
§ 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 […]
§ 1013. Dissolution of certain firemen’s benevolent associations. (a) An incorporated firemen’s benevolent association created by act of the legislature may dissolve in accordance with the provisions of this article. (b) Any such corporation authorized to have paid to it foreign fire insurance premium taxes imposed under sections 9104 and 9105 of the insurance law […]
§ 1014. Dissolution of domestic corporations by proclamation. Every corporation incorporated pursuant to this chapter, other than a corporation incorporated pursuant to article 15 (Public cemetery corporations), and registered or required to be registered pursuant to article 7-A of the executive law or article 8 of the estates, powers and trusts law shall be subject […]
