Title NPC, Not-for-Profit Corporation

§ 1001. Plan of dissolution and distribution of assets. (a) The board shall adopt a plan for the dissolution of the corporation and the distribution of its assets. Such plan shall implement any provision in the certificate of incorporation prescribing the distributive rights of m…

§ 1002. Authorization of plan. (a) Upon adopting a plan of dissolution and distribution of assets, the board shall submit it to a vote of the members, if any, and such plan shall be approved at a meeting of members by two-thirds vote as provided in paragraph (c) of section 613 (V…

§ 1002-a. Carrying out the plan of dissolution and distribution of assets. 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 d…

§ 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 …

§ 1004. Certificate of dissolution; filing; effect. (a) The department of state shall not file a certificate of dissolution unless the consent of the state department of taxation and finance to the dissolution is attached thereto. Upon filing the certificate, the corporation is d…

§ 1006. Corporate action and survival of remedies after dissolution. (a) After dissolution, a corporation shall not commence any new activities. A dissolved corporation, its directors, officers and members may continue to function for the purpose of winding up the affairs of the …

§ 1007. Notice to creditors by corporations intending to dissolve; filing or barring claims. (a) At any time after the plan of dissolution and distribution of assets shall have been (1) authorized as provided in section 1002 of this article (Authorization of plan), (2) approved b…

§ 1008. Jurisdiction of supreme court to supervise dissolution and liquidation. (a) At any time after the filing of a certificate of dissolution under this article, the supreme court in the judicial district where the office of the corporation was located at the date of its disso…

§ 1009. Applicability to dissolution under other provisions. The provisions of paragraphs (c), (d) and (e) of section 1002-a of this article (Carrying out the plan of dissolution and distribution of assets), sections 1006 (Corporate action and survival of remedies after dissoluti…

§ 101. Short title. This chapter shall be known as the "Not-for-Profit Corporation Law" and may be cited as "N-PCL".

§ 1010. Revocation of voluntary dissolution proceedings. (a) At any time prior to the filing of a certificate of dissolution by the department of state, a corporation may revoke the action taken to dissolve the corporation in the following manner: (1) If there are members entitle…

§ 1012. 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 signe…

§ 1013. Dissolution of certain firemen's benevolent associations. (a) An incorporated firemen's benevolent association created by act of the legislature may dissolve in accordance with the provisions of this article. (b) Any such corporation authorized to have paid to it foreign …

§ 1014. Dissolution of domestic corporations by proclamation. Every corporation incorporated pursuant to this chapter, other than a corporation incorporated pursuant to article 15 (Public cemetery corporations), and registered or required to be registered pursuant to article 7-A …

§ 102. Definitions. (a) As used in this chapter, unless the context otherwise requires, the term: (1) "Bonds" includes secured and unsecured bonds, debentures, and notes. (2) "By-laws" means the code or codes of rules adopted for the regulation or management of the affairs of the…

§ 103. Application. (a) Except as otherwise provided in this section, this chapter applies to every domestic corporation as herein defined, and to every foreign corporation as herein defined which is authorized to conduct or which conducts any activities in this state. This chapt…

§ 104. Certificates; requirements, signing, filing, effectiveness. (a) Every certificate or other instrument relating to a domestic or foreign corporation which is delivered to the department of state for filing under this chapter, other than a certificate of existence under sect…

§ 104-A. Fees. Except as otherwise provided, the department of state shall collect the following fees pursuant to this chapter: (b) For the reservation of a corporate name pursuant to section three hundred three of this chapter, ten dollars. (c) For the resignation of a registere…

§ 105. Certificates; corrections. (a) Corrections prior to filing by department of state. Any certificate or other instrument relating to a domestic or foreign corporation submitted to the department of state under this chapter may be corrected with respect to any typographical, …

§ 106. Certificates as evidence. (a) Any certificate or other instrument filed by the department of state relating to a domestic or foreign corporation and containing statements of fact required or permitted by law to be contained therein, shall be received in all courts, public …

§ 107. Corporate seal as evidence. The presence of the corporate seal on a written instrument purporting to be executed by authority of a domestic or foreign corporation shall be prima facie evidence that the instrument was so executed.

§ 108. When notice or lapse of time unnecessary; notices dispensed with when delivery is prohibited. (a) Whenever, under this chapter or the certificate of incorporation or by-laws of any corporation or by the terms of any agreement or instrument, a corporation or the board or an…

§ 109. Reservation of power. The legislature reserves the right, at pleasure, to alter, amend, suspend or repeal in whole or in part this chapter, or any certificate of incorporation or any authority to do business in this state, of any domestic or foreign corporation, whether or…

§ 110. Effect of invalidity of part of chapter; severability. If any provision of this chapter or application thereof to any person or circumstances is held invalid, such invalidity shall not affect other provisions or applications of this chapter which can be given effect withou…

§ 1101. Attorney-general's action for judicial dissolution. (a) The attorney-general may bring an action for the dissolution of a corporation upon one or more of the following grounds: (1) That the corporation procured its formation through fraudulent misrepresentation or conceal…

§ 1102. Judicial dissolution; petition by directors or members; petition in case of deadlock among directors or members. (a) A petition for the judicial dissolution of a corporation may be presented: (1) By a majority of the directors then in office, or by the members, or such of…

§ 1103. Contents of petition for judicial dissolution. A petition for dissolution shall specify the section, and the subparagraph or subparagraphs thereof, under which it is authorized and state the reasons why the corporation should be dissolved. It shall be verified by the peti…

§ 1104. Order to show cause; issuance; publication, service, filing. (a) Upon the presentation of such a petition, the court shall make an order requiring the corporation and all persons interested in the corporation to show cause before it, or before a referee designated in the …

§ 1105. Amending papers. At any stage, before final order, the court may grant an order amending the petition or any other paper filed in the action or special proceeding, with like effect as though originally filed as amended, or otherwise as the court may direct.

§ 1106. Referee. If a referee was not designated in the order to show cause, the court, in its discretion, may appoint a referee when or after the order is returnable. The court may at any time appoint a successor referee.

§ 1107. Hearing and decision. At the time and place specified in the order to show cause, or at any other time and place to which the hearing is adjourned, the court or the referee shall hear the allegations and proofs of the parties and determine the facts. The decision of the c…

§ 1108. Application for final order. When the hearing is before a referee, a motion for a final order must be made to the court upon notice to each party to the action or special proceeding who has appeared therein. The notice of motion may be served as prescribed for the service…

§ 1109. Judgment or final order of dissolution. (a) In an action or special proceeding under this article if, in the court's discretion, it shall appear that the corporation should be dissolved, it shall make a judgment or final order dissolving the corporation. (b) In making its…

§ 111. References. Unless otherwise stated, all references in this chapter to articles or sections refer to the articles or sections of this chapter, and all references in any section of this chapter to a lettered or numbered paragraph or subparagraph refer to the paragraph or su…

§ 1110. Venue. An action or special proceeding under this article shall be brought in the supreme court in the judicial district in which the office of the corporation is located at the time of the service on the corporation of a summons in such action or of the presentation to t…

§ 1111. Preservation of assets; appointment of receiver. At any stage of an action or special proceeding under this article, the court may, in its discretion, make all such orders as it may deem proper in connection with preserving the property and carrying on the business of the…

§ 1112. Certain sales, transfers, security interests and judgments void. A sale, mortgage, conveyance or other transfer of, or the creation of a security interest in any property of a corporation made, without prior approval of the court, after service upon the corporation of a s…

§ 1113. Injunction. (a) At any stage of an action or special proceeding under this article, the court may, in its discretion, grant an injunction, effective during the pendency of the action or special proceeding or such shorter period as it may specify in the injunction, for one…

§ 1114. Discontinuance of action or special proceeding. An action or special proceeding for the dissolution of a corporation may be discontinued at any stage when it is established that the cause for dissolution did not exist or no longer exists. In such event, the court shall di…

§ 1115. Applicability of other provisions. (a) Subject to the provisions of this article, the provisions of sections 1006 (Corporate action and survival of remedies after dissolution), 1007 (Notice to creditors; filing or barring claims) and 1008 (Jurisdiction of supreme court to…

§ 112. Actions or special proceedings by attorney-general. (a) The attorney-general may maintain an action or special proceeding: (1) To annul the corporate existence or dissolve a corporation that has acted beyond its capacity or power or to restrain it from carrying on unauthor…

§ 114. Visitation of supreme court. Charitable corporations, whether formed under general or special laws, with their books and vouchers, shall be subject to the visitation and inspection of a justice of the supreme court, or of any person appointed by the court for that purpose.…

§ 115. Power to solicit contributions for charitable purposes. (a) No corporation required to obtain approval or provide notice of formation pursuant to section 404 (Approvals, notices and consents) of this chapter may solicit contributions for any purpose requiring such approval…

§ 1201. Action by judgment creditor for sequestration. Where final judgment for a sum of money has been rendered against a corporation, and an execution issued thereupon to the sheriff of the county where the corporation conducts its activities, or where its office is located, ha…

§ 1202. Appointment of receiver of property of a domestic or foreign corporation. (a) A receiver of the property of a corporation can be appointed only by the court, and in one of the following cases: (1) An action or special proceeding brought under article 10 (Non-judicial diss…

§ 1203. Temporary and permanent receiver. (a) At any stage before final judgment or final order in an action or special proceeding brought under this article, the court may appoint one or more receivers of the property of the corporation or of the property in this state of a fore…

§ 1204. Oath and security. A receiver, before entering upon his or her duties, shall: (a) Take and subscribe an oath that he or she will faithfully, honestly and impartially discharge the trust committed to him or her, and the oath shall be filed with the clerk of the court in wh…

§ 1205. Designation of depositories by court. All orders appointing a receiver of a corporation shall designate therein one or more places of deposit, wherein all funds of the corporation not needed for immediate disbursement shall be deposited and no other deposits and no invest…

§ 1206. Powers of permanent receiver. (a) A permanent receiver, upon qualifying under section 1204 (Oath and security), shall be vested with title to all the property of the corporation wherever situated or of the property in this state of a foreign corporation against which an a…

§ 1207. Duties of receiver upon appointment. (a) Upon appointment and qualification, a receiver shall have the following duties: (1) To give immediate notice of his or her appointment by publication once a week for two successive weeks in two newspapers of general circulation in …