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.
Last modified: February 3, 2019