§ 2865. Voluntary dissolution. 1. At any time after the expiration of
twenty years after the occupancy date, or such earlier date as the bonds
issued by the New York state housing finance agency or the New York
state medical care facilities finance agency, as the case may be, with
respect to the project are subject to redemption, a company may be
voluntarily dissolved, with the consent of the commissioner, upon
repayment in full of all obligations under the mortgage and payment of
all obligations of the company, as approved by the commissioner.

2. Upon such dissolution, title of the project of a limited-profit
nursing home company may be conveyed in fee to the owner or owners of
its shares or to any other entity authorized by law designated by it or
them for the purpose, provided, however, that prior to any such
dissolution and conveyance, payment shall be made of all current
operating expenses, taxes, indebtedness and all accrued interest thereon
and the par value of and accrued dividends on the outstanding shares of
such company, if any. After such dissolution and conveyance, or such
reconstitution, the provisions of this article shall become and be
inapplicable to any such project and any tax exemption granted with
respect to such project pursuant to this article shall cease and
terminate.