Legislation

Search OpenLegislation Statutes
This entry was published on 2014-09-22
The selection dates indicate all change milestones for the entire volume, not just the location being viewed. Specifying a milestone date will retrieve the most recent version of the location before that date.
SECTION 1001
Plan of dissolution and distribution of assets
Not-for-Profit Corporation (NPC) CHAPTER 35, ARTICLE 10
§ 1001. Plan of dissolution and distribution of assets.

(a) The board shall adopt a plan for the dissolution of the
corporation and the distribution of its assets. Such plan shall
implement any provision in the certificate of incorporation prescribing
the distributive rights of members.

(b) If the corporation is a charitable corporation and has no assets
to distribute and no liabilities at the time of dissolution, the plan of
dissolution shall include a statement to that effect.

(c) If the corporation has 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 adoption of the plan of dissolution,
the plan of dissolution shall include a statement to that effect.

(d) If the corporation has assets to distribute or liabilities, the
plan of dissolution shall contain:

(1) a description with reasonable certainty of the assets of the
corporation and their fair value, and the total amount of debts and
other liabilities incurred or estimated by the corporation, including
the total amount of any accounting and legal fees incurred or estimated,
in connection with the dissolution procedure.

(2) a statement as to whether any gifts or other assets are legally
required to be used for a particular purpose.

(3) if there are assets received and held by the corporation either
for a charitable purpose or which are legally required to be used for a
particular purpose, a statement that the assets owned by the
corporation, subject to any unpaid liabilities of the corporation, shall
be distributed as required by any gift instrument or to a charitable
corporation or organization or organizations exempt from taxation
pursuant to federal and state laws and engaged in activities
substantially similar to those of the dissolved corporation. Each such
recipient organization shall be identified and the governing instrument
and amendments thereto of each of the proposed recipient organizations
shall be annexed to such statement, along with the most recent financial
report of each recipient organization and a sworn affidavit from a
director and officer of each recipient organization stating the purposes
of the organization, and that it is currently exempt from federal income
taxation.

(4) if any of the assets of the corporation are to be distributed to a
recipient for a particular legally required purpose, an agreement by the
recipient to apply the assets received only for such purpose shall be
included.