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This entry was published on 2014-09-22
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SECTION 1002-A
Carrying out the plan of dissolution and distribution of assets
Not-for-Profit Corporation (NPC) CHAPTER 35, ARTICLE 10
§ 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.