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This entry was published on 2015-10-02
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SECTION 1003
Certificate of dissolution; contents; approval
Not-for-Profit Corporation (NPC) CHAPTER 35, ARTICLE 10
§ 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.