NY Priv Hous Fin L § 35 (2021)
2021 New York Laws PVH - Private Housing Finance Article 2 - Limited-Profit Housing Companies 35 - Voluntary Dissolution.

§  35.  Voluntary dissolution. 1. A company aided by a loan made prior to May first, nineteen hundred fifty-nine, may voluntarily be dissolved, with the consent of the commissioner or of the  supervising  agency,  as the  case  may  be,  not less than thirty-five years after the occupancy date upon the payment in full of the remaining balance of principal  and interest  due  and  unpaid  upon  the  mortgage  held  by the state or a municipality pursuant to this article and payment to the municipality of a sum equal to the total of all accrued taxes for  which  tax  exemption was  granted  and  received  pursuant  to  section  thirty-three of this article, provided however that such payment of accrued  taxes  shall  be waived  if a company is voluntarily dissolved subsequent to the original maturity date of any mortgage  held  by  the  state  or  a  municipality pursuant to this article.   2.  A  company  aided by a loan made after May first, nineteen hundred fifty-nine, may voluntarily be dissolved, without  the  consent  of  the commissioner  or of the supervising agency, as the case may be, not less than twenty years after the occupancy date upon the payment in  full  of the  remaining balance of principal and interest due and unpaid upon the mortgage or mortgages and of any and all expenses incurred in  effecting such voluntary dissolution.   3.  Upon such dissolution, title to the project may be conveyed in fee to the owner or owners of  its  capital  stock  or  to  any  corporation designated  by  it  or  them  for  the  purpose,  or  the company may be reconstituted pursuant to appropriate laws relating to the formation and conduct of corporations, provided,  however,  that  prior  to  any  such dissolution  and  conveyance or reconstitution, payment shall be made of all current operating expenses,  taxes,  indebtedness  and  all  accrued interest  thereon  and  the  par  value  of and accrued dividends on the outstanding stock of such company. If after making  such  payments,  and after  conveyance  of  the project, a surplus remains in the treasury of the company, such surplus, except in the case of a project  aided  by  a state loan made after May first, nineteen hundred fifty-nine, shall upon dissolution,  be  paid  into  the general fund of the municipality which granted tax exemption. After such dissolution and  conveyance,  or  such reconstitution,  the  provisions  of  this  article  shall become and be inapplicable to any such project and its owner or  owners  and  any  tax exemption  granted  with  respect  to  such  project pursuant to section thirty-three hereof shall cease and terminate.   4. (a) Notwithstanding any contrary provision of  subdivision  one  or three  of  this  section  or  of  any other law or local law, consent to dissolve a company aided by a loan made prior  to  May  first,  nineteen hundred fifty-nine shall be given by the commissioner or the supervising agency,  as  the  case  may  be,  thirty-five  years  or  more after the occupancy date, provided that:  (i) such company's project or projects is or are located in a city  of less than one million and more than three hundred thousand persons;  (ii)  the dissolution of such company is part of a refinancing plan to continue the operation of the existing project or  projects  under  this chapter  by  a  new company organized pursuant to the provisions of this article in corporate, partnership, or individual ownership form  as  the existing stockholders shall agree;  (iii)  if  the  refinancing  is  done by a new first mortgage, the new company shall be bound to pay from the proceeds of such refinancing  the remaining balance of the principal and interest on the original mortgage and  any interest due to debenture holders if such interest cannot first be paid out of the original company's surplus or  reserves;  or  if  the refinancing is done by a second mortgage, the new company shall be bound to  pay  from  the  proceeds  of  such  refinancing  the interest due to  debenture holders if such interest cannot  first  be  paid  out  of  the original company's surplus or reserves; and  (iv)  the  new company shall be bound to use at least fifty percent of the net proceeds, which remain from such refinancing after  having  paid the  legal  fees  and  development  costs  connected therewith and after having  made  the  payments  required  by  subparagraph  (iii)  of  this paragraph,  to  finance  the  costs of refurbishing the existing housing units of the project,  or  to  build  and  operate  under  this  chapter additional  housing  units  for persons of low or moderate income or for disabled persons, within the  same  municipality  wherein  the  original project  is  or projects are located, or to do both such refurbishing of existing units and such building and operating of such additional units; any portion of the net proceeds remaining after utilization of at  least fifty percent thereof for the foregoing purposes shall be distributed or used as the stockholders, partners or sole owner (as the case may be) of the new company shall decide.  (b)  The  New  York  state housing finance agency and the state of New York mortgage agency are hereby authorized and empowered to finance such first or second mortgages for the foregoing  refinancing  purposes  upon such terms and conditions as each such agency deems appropriate.  (c)  A  company which is voluntarily dissolved in accordance with this subdivision shall not be required  to  pay  the  taxes  referred  to  in subdivision  one  of  this  section  nor  any  surplus  remaining in its treasury as referred to in subdivision three  of  this  section  to  the municipality  which  grants  the  tax  abatement  for  such  project  or projects, but  instead,  such  surplus  and  all  reserve  accounts  and debenture  rights,  titles,  interests,  contracts, accounts receivable, accounts payable, and all other assets and liabilities of the  dissolved company  shall  be  transferred  to  the  new company organized for such refinancing purposes pursuant to such refinancing  plan,  and  such  new company  shall  be  considered for all the purposes of this chapter as a company aided by a loan made subsequent to May first,  nineteen  hundred fifty-nine,  with  the  first date of occupancy deemed to be the date of the closing of the new first or the second mortgage entered into as part of the refinancing plan described in subparagraphs (ii), (iii) and  (iv) of  paragraph  (a) of this subdivision; and any tax abatement granted by such municipality for such project or  projects  shall  continue  to  be applied  unless  or until such municipality shall act to extend, modify, enlarge or remove such tax abatement.