2023 New York Laws › NPC - Not-For-Profit Corporation › Article 10 - Non-Judicial Dissolution › 1012 - Certificate of Annulment of Dissolution and Reinstatement of Corporate Existence.

§ 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
reinstatement  of  corporate  existence of .............................
(name of corporation) pursuant to section  1012  of  the  Not-for-Profit
Corporation Law", and shall set forth:
(1)  The name of the corporation and, if it has been changed, the name
under which it was formed.
(2) The date of the filing of its certificate of incorporation by  the
department of state.
(3) The law under which it was formed.
(4)   That  it  failed  to  deliver  to  the  department  of  state  a
certificate,  as  required  by  subdivision  1  of  section  57  of  the
membership corporations law.
(5)  That  it  elects  to  be reinstated and to continue its corporate
existence.
(6)  That  it  is  a  charitable  corporation  or   a   non-charitable
corporation, as applicable.
(b)  Notwithstanding subparagraph one of paragraph (a) of section 1006
(Corporate action and  survival  of  remedies  after  dissolution),  the
directors  of  a  corporation  whose  dissolution is annulled under this
section shall be deemed trustees of its assets, unless such assets  have
been  distributed  pursuant  to section 1002-a (Carrying out the plan of
dissolution and distribution of assets).
(c) The filing of such certificate by the department  of  state  shall
have  the  effect  of annulling all of the proceedings theretofore taken
for the dissolution of such corporation, and it  shall  thereafter  have
such  corporate  powers,  rights,  privileges,  immunities,  duties  and
liabilities as it had on the date of publication of the proclamation  of
dissolution, as if such proclamation had not been made and published.
(d)  The department of state shall not file a certificate of annulment
of dissolution and reinstatement of corporate existence if the  name  of
the  corporation  being  reinstated  is  not available under section 301
(Corporate name; general) for use by a  corporation  then  being  formed
under this chapter, unless such certificate shall change the name to one
which is available for such use.
(e)  If,  after the publication of the proclamation of dissolution, it
shall appear that the name of any corporation was  erroneously  included
therein,  the  secretary of state shall make an appropriate entry on the
records of the department of state, which entry shall have the effect of
annulling all of the proceedings theretofore taken for  the  dissolution
of  the corporation under this section, and it shall have such corporate
powers, rights, privileges, immunities, duties and liabilities as it had
on the date  of  such  publication  of  the  proclamation,  as  if  such
proclamation had not been made and published.
(f)  Whenever  a  corporation  has  complied with paragraph (a) or the
action specified in paragraph (e) has been taken, the secretary of state
shall publish a notice thereof in the  state  advertising  bulletin  and
shall  send  a copy of such bulletin to the clerk of the county in which
the office of the corporation is located. The county  clerk  shall  file
such copy and make appropriate entry on his record without charge.
(g)  Nothing in this section shall be deemed to extend the duration of
any corporation as stated in its certificate of incorporation.
(h) The fee of the secretary of state for filing a  certificate  under
this section shall be ten dollars.