35. Voluntary dissolution. 1. A company aided by a loan made prior to May first, nineteen hundred fifty-nine, may voluntarily be dissolved, with the consent of the commissioner or of the supervising agency, as the case may be, not less than thirty-five years after the occupancy date upon the payment in full of the remaining balance of principal and interest due and unpaid upon the mortgage held by the state or a municipality pursuant to this article and payment to the municipality of a sum equal to the total of all accrued taxes for which tax exemption was granted and received pursuant to section thirty-three of this article, provided however that such payment of accrued taxes shall be waived if a company is voluntarily dissolved subsequent to the original maturity date of any mortgage held by the state or a municipality pursuant to this article.
2. A company aided by a loan made after May first, nineteen hundred fifty-nine, may voluntarily be dissolved, without the consent of the commissioner or of the supervising agency, as the case may be, not less than twenty years after the occupancy date upon the payment in full of the remaining balance of principal and interest due and unpaid upon the mortgage or mortgages and of any and all expenses incurred in effecting such voluntary dissolution.
3. Upon such dissolution, title to the project may be conveyed in fee to the owner or owners of its capital stock or to any corporation designated by it or them for the purpose, or the company may be reconstituted pursuant to appropriate laws relating to the formation and conduct of corporations, provided, however, that prior to any such dissolution and conveyance or reconstitution, 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 stock of such company. If after making such payments, and after conveyance of the project, a surplus remains in the treasury of the company, such surplus, except in the case of a project aided by a state loan made after May first, nineteen hundred fifty-nine, shall upon dissolution, be paid into the general fund of the municipality which granted tax exemption. After such dissolution and conveyance, or such reconstitution, the provisions of this article shall become and be inapplicable to any such project and its owner or owners and any tax exemption granted with respect to such project pursuant to section thirty-three hereof shall cease and terminate.
4. (a) Notwithstanding any contrary provision of subdivision one or three of this section or of any other law or local law, consent to dissolve a company aided by a loan made prior to May first, nineteen hundred fifty-nine shall be given by the commissioner or the supervising agency, as the case may be, thirty-five years or more after the occupancy date, provided that:
(i) such company's project or projects is or are located in a city of less than one million and more than three hundred thousand persons;
(ii) the dissolution of such company is part of a refinancing plan to continue the operation of the existing project or projects under this chapter by a new company organized pursuant to the provisions of this article in corporate, partnership, or individual ownership form as the existing stockholders shall agree;
(iii) if the refinancing is done by a new first mortgage, the new company shall be bound to pay from the proceeds of such refinancing the remaining balance of the principal and interest on the original mortgage and any interest due to debenture holders if such interest cannot first be paid out of the original company's surplus or reserves; or if the refinancing is done by a second mortgage, the new company shall be bound to pay from the proceeds of such refinancing the interest due to debenture holders if such interest cannot first be paid out of the original company's surplus or reserves; and
(iv) the new company shall be bound to use at least fifty percent of the net proceeds, which remain from such refinancing after having paid the legal fees and development costs connected therewith and after having made the payments required by subparagraph (iii) of this paragraph, to finance the costs of refurbishing the existing housing units of the project, or to build and operate under this chapter additional housing units for persons of low or moderate income or for disabled persons, within the same municipality wherein the original project is or projects are located, or to do both such refurbishing of existing units and such building and operating of such additional units; any portion of the net proceeds remaining after utilization of at least fifty percent thereof for the foregoing purposes shall be distributed or used as the stockholders, partners or sole owner (as the case may be) of the new company shall decide.
(b) The New York state housing finance agency and the state of New York mortgage agency are hereby authorized and empowered to finance such first or second mortgages for the foregoing refinancing purposes upon such terms and conditions as each such agency deems appropriate.
(c) A company which is voluntarily dissolved in accordance with this subdivision shall not be required to pay the taxes referred to in subdivision one of this section nor any surplus remaining in its treasury as referred to in subdivision three of this section to the municipality which grants the tax abatement for such project or projects, but instead, such surplus and all reserve accounts and debenture rights, titles, interests, contracts, accounts receivable, accounts payable, and all other assets and liabilities of the dissolved company shall be transferred to the new company organized for such refinancing purposes pursuant to such refinancing plan, and such new company shall be considered for all the purposes of this chapter as a company aided by a loan made subsequent to May first, nineteen hundred fifty-nine, with the first date of occupancy deemed to be the date of the closing of the new first or the second mortgage entered into as part of the refinancing plan described in subparagraphs (ii), (iii) and (iv) of paragraph (a) of this subdivision; and any tax abatement granted by such municipality for such project or projects shall continue to be applied unless or until such municipality shall act to extend, modify, enlarge or remove such tax abatement.
Last modified: February 3, 2019