2023 New York Laws › NPC - Not-For-Profit Corporation › Article 10 - Non-Judicial Dissolution › 1002-A - Carrying Out the Plan of Dissolution and Distribution of Assets.

§ 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 from the  date  the  plan  of  dissolution  and
distribution  of  assets  shall  have been (1) authorized as provided in
section 1002 (Authorization of plan) of this article,  (2)  approved  by
any  governmental body or officer whose approval is required pursuant to
paragraph (c) of section 1002 (Authorization of plan) of  this  article,
and  (3)  approved  by  either  the attorney general or a justice of the
supreme court pursuant to paragraph (d) of section  1002  (Authorization
of  plan) of this article. Evidence of the disposition of its assets and
payment of its liabilities pursuant  to  the  plan  of  dissolution  and
distribution  of  assets  shall  be  submitted by the corporation to the
attorney general and any other governmental body or officer, as required
under applicable laws. If the plan of dissolution  and  distribution  of
assets  cannot  be  carried out within the prescribed time, the attorney
general may upon good cause shown extend  such  time,  or  any  extended
period of time, by not fewer than thirty days nor more than one year;
(b)  Pursuant  to  the plan of dissolution and distribution of assets,
fulfill or discharge its contracts, collect and sell its assets for cash
at public or private sale, discharge or pay its liabilities, and do  all
other acts appropriate to liquidate its business;
(c)  Distribute the assets of the corporation that remain after paying
or adequately providing for the  payment  of  its  liabilities,  in  the
following manner:
(1)  assets  received  and  held  by  the  corporation  either  for  a
charitable purpose or which are  legally  required  to  be  used  for  a
particular  purpose,  shall  be  distributed  to one or more domestic or
foreign  corporations  or  other  organizations  engaged  in  activities
substantially  similar to those of the dissolved corporation pursuant to
the plan of dissolution and distribution or, if applicable, as  approved
by  the  attorney  general  or  ordered by the supreme court pursuant to
section 1002 (Authorization of plan) of this article. Any disposition of
assets contained in a will or other instrument, in trust  or  otherwise,
made  before  or  after  the  dissolution,  to or for the benefit of any
corporation so dissolved shall inure  to  or  for  the  benefit  of  the
corporation  or  organization  acquiring  such  assets  of the dissolved
corporation as provided in this section, and so far as is necessary  for
that  purpose the corporation or organization acquiring such disposition
shall be deemed a successor to the dissolved corporation with respect to
such assets; provided, however, that such disposition shall  be  devoted
by the acquiring corporation or organization to the purposes intended by
the testator, donor or grantor.
(2)  assets  other  than  those  described by subparagraph one of this
paragraph,  if  any,  shall  be  distributed  in  accordance  with   the
specifications of the plan of dissolution and distribution of assets or,
to  the  extent  that  the  certificate  of incorporation prescribes the
distributive rights of members, or of any class or classes  of  members,
as provided in such certificate;
(d) Within six months from the date fixed for the payment of the final
liquidating  distribution pursuant to paragraph (a) of this section, pay
any assets distributable to a creditor  or  member  who  is  unknown  or
cannot  be  found,  to  the  state comptroller pursuant to the abandoned
property law;
(e) Distribute assets that are not  subject  to  subparagraph  one  of
paragraph  (c)  of  this  section  under  a  plan  of  distribution,  in
accordance with the following order of priorities:
(1) holders of certificates of subvention.
(2) holders of capital certificates.
(3) members, if permitted by law.