1002-a. Carrying out the plan of dissolution and distribution ofassets.
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.
Last modified: February 3, 2019