2023 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.