N.Y. PVH Law § 35 — New York Code / Act PVH / Article 2 / Section 35
Voluntary dissolution
Status: in_force

§ 35. Voluntary dissolution. 1. A company aided by a loan made prior\nto May first, nineteen hundred fifty-nine, may voluntarily be dissolved,\nwith the consent of the commissioner or of the supervising agency, as\nthe case may be, not less than thirty-five years after the occupancy\ndate upon the payment in full of the remaining balance of principal and\ninterest due and unpaid upon the mortgage held by the state or a\nmunicipality pursuant to this article and payment to the municipality of\na sum equal to the total of all accrued taxes for which tax exemption\nwas granted and received pursuant to section thirty-three of this\narticle, provided however that such payment of accrued taxes shall be\nwaived if a company is voluntarily dissolved subsequent to the original\nmaturity date of any mortgage held by the state or a municipality\npursuant to this article.\n  2. A company aided by a loan made after May first, nineteen hundred\nfifty-nine, may voluntarily be dissolved, without the consent of the\ncommissioner or of the supervising agency, as the case may be, not less\nthan twenty years after the occupancy date upon the payment in full of\nthe remaining balance of principal and interest due and unpaid upon the\nmortgage or mortgages and of any and all expenses incurred in effecting\nsuch voluntary dissolution.\n  3. Upon such dissolution, title to the project may be conveyed in fee\nto the owner or owners of its capital stock or to any corporation\ndesignated by it or them for the purpose, or the company may be\nreconstituted pursuant to appropriate laws relating to the formation and\nconduct of corporations, provided, however, that prior to any such\ndissolution and conveyance or reconstitution, payment shall be made of\nall current operating expenses, taxes, indebtedness and all accrued\ninterest thereon and the par value of and accrued dividends on the\noutstanding stock of such company. If after making such payments, and\nafter conveyance of the project, a surplus remains in the treasury of\nthe company, such surplus, except in the case of a project aided by a\nstate loan made after May first, nineteen hundred fifty-nine, shall upon\ndissolution, be paid into the general fund of the municipality which\ngranted tax exemption. After such dissolution and conveyance, or such\nreconstitution, the provisions of this article shall become and be\ninapplicable to any such project and its owner or owners and any tax\nexemption granted with respect to such project pursuant to section\nthirty-three hereof shall cease and terminate.\n  4. (a) Notwithstanding any contrary provision of subdivision one or\nthree of this section or of any other law or local law, consent to\ndissolve a company aided by a loan made prior to May first, nineteen\nhundred fifty-nine shall be given by the commissioner or the supervising\nagency, as the case may be, thirty-five years or more after the\noccupancy date, provided that:\n  (i) such company's project or projects is or are located in a city of\nless than one million and more than three hundred thousand persons;\n  (ii) the dissolution of such company is part of a refinancing plan to\ncontinue the operation of the existing project or projects under this\nchapter by a new company organized pursuant to the provisions of this\narticle in corporate, partnership, or individual ownership form as the\nexisting stockholders shall agree;\n  (iii) if the refinancing is done by a new first mortgage, the new\ncompany shall be bound to pay from the proceeds of such refinancing the\nremaining balance of the principal and interest on the original mortgage\nand any interest due to debenture holders if such interest cannot first\nbe paid out of the original company's surplus or reserves; or if the\nrefinancing is done by a second mortgage, the new company shall be bound\nto pay from the proceeds of such refinancing the interest due to\ndebenture holders if such interest cannot first be paid out of the\noriginal company's surplus or reserves; and\n  (iv) the new company shall be bound to use at least fifty percent of\nthe net proceeds, which remain from such refinancing after having paid\nthe legal fees and development costs connected therewith and after\nhaving made the payments required by subparagraph (iii) of this\nparagraph, to finance the costs of refurbishing the existing housing\nunits of the project, or to build and operate under this chapter\nadditional housing units for persons of low or moderate income or for\ndisabled persons, within the same municipality wherein the original\nproject is or projects are located, or to do both such refurbishing of\nexisting units and such building and operating of such additional units;\nany portion of the net proceeds remaining after utilization of at least\nfifty percent thereof for the foregoing purposes shall be distributed or\nused as the stockholders, partners or sole owner (as the case may be) of\nthe new company shall decide.\n  (b) The New York state housing finance agency and the state of New\nYork mortgage agency are hereby authorized and empowered to finance such\nfirst or second mortgages for the foregoing refinancing purposes upon\nsuch terms and conditions as each such agency deems appropriate.\n  (c) A company which is voluntarily dissolved in accordance with this\nsubdivision shall not be required to pay the taxes referred to in\nsubdivision one of this section nor any surplus remaining in its\ntreasury as referred to in subdivision three of this section to the\nmunicipality which grants the tax abatement for such project or\nprojects, but instead, such surplus and all reserve accounts and\ndebenture rights, titles, interests, contracts, accounts receivable,\naccounts payable, and all other assets and liabilities of the dissolved\ncompany shall be transferred to the new company organized for such\nrefinancing purposes pursuant to such refinancing plan, and such new\ncompany shall be considered for all the purposes of this chapter as a\ncompany aided by a loan made subsequent to May first, nineteen hundred\nfifty-nine, with the first date of occupancy deemed to be the date of\nthe closing of the new first or the second mortgage entered into as part\nof the refinancing plan described in subparagraphs (ii), (iii) and (iv)\nof paragraph (a) of this subdivision; and any tax abatement granted by\nsuch municipality for such project or projects shall continue to be\napplied unless or until such municipality shall act to extend, modify,\nenlarge or remove such tax abatement.\n