NY Not for Profit Corp L § 1003 (2021)
2021 New York Laws NPC - Not-For-Profit Corporation Article 10 - Non-Judicial Dissolution 1003 - Certificate of Dissolution; Contents; Approval.

§ 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)  A  statement  as  to  whether  the  corporation  is  a charitable corporation or a non-charitable corporation.  (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) of this article, 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 the attorney general or by a justice of  the  supreme  court,  if  such  approval  is required  pursuant  to  section  1002  (Authorization  of  plan) of this article. A copy of the approval of the attorney general or of the  court 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, or 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 endorsed 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 charitable 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.