1. The Laws of New York
  2. Consolidated Laws
  3. Not-For-Profit Corporation
  4. Article 10: Non-judicial Dissolution


Section 1012 Certificate of annulment of dissolution and reinstatement of corporate existence

Not-For-Profit Corporation (NPC)

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.