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It explains when simplified dissolution qualifies based on assets, liabilities, and a reserve fund limit, and outlines board approval, member approval where applicable, required governmental consents, and filing timelines. 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If there are no voting members, the Plan is deemed authorized upon board adoption.","https://schema.org",{"og:url":78,"og:type":120,"og:title":59,"og:site_name":91,"og:description":61},"article",{"robots":122,"canonical":78},"index,follow",{"doc_id":124,"site_id":56},281370,1789565776,{"code":4,"msg":5,"data":127},{"doc_id":124,"user_id":128,"nickname":88,"user_avatar":129,"doc_module":9,"category_id":35,"category_name":36,"doc_title":59,"doc_description":61,"doc_content":130,"file_id":131,"file_url":132,"file_type":133,"file_size":134,"view_count":20,"is_deleted":4,"is_public":9,"is_downloadable":9,"audit_status":9,"page_count":135,"language":136,"language_code":57,"site_id":56,"html_lang":57,"table_of_contents":137,"faqs":138,"seo_title":139,"seo_description":61,"update_tm":125,"read_time":140},1099513958762,"https://ap-avatar.wpscdn.com/avatar/1000023916a998db790?x-image-process=image/resize,m_fixed,w_180,h_180&k=1784791008015729253","PROCEDURES AND FORMS FOR A SIMPLIFIED DISSOLUTION  \nATTORNEY GENERAL ANDREW M. CUOMO  \nCharities Bureau  \n120 Broadway New York, NY 10271  \n(212) 416-8400  \n[www.charitiesnys.com](www.charitiesnys.com)  \nPROCEDURES AND FORMS FOR A SIMPLIFIED DISSOLUTION  \nCONTENTS  \nINTRODUCTION ………………………………………………………………………………..2  \nSUMMARY OF PROCEDURES FOR A SIMPLIFIED DISSOLUTION ……………………....2  \nAPPENDIX A-CHECKLIST OF DOCUMENTS FOR A SIMPLIFIED DISSOLUTION …….7  \nAPPENDIX B-SAMPLE FORM FOR PLAN OF DISSOLUTION ……………………………8  \nAPPENDIX C-SAMPLE FORM FOR CERTIFICATE OF DISSOLUTION ………………...10  \nAPPENDIX D-SAMPLE VERIFIED PETITION FOR APPROVAL OF CERTIFICATE OF DISSOLUTION...………………………………………..13  \nAPPENDIX E-REGISTRATION REQUIREMENTS AND FINAL REPORTS ……………..16  \nAPPENDIX F-ATTORNEY GENERAL= S OFFICES ………………………………………..18  \n********************  \n\n|  | This booklet is for corporations that meet the following criteria: The corporation has no assets and no liabilities\u003Cbr>or\u003Cbr>The corporation has not assets other than a reserve fund of $25,000 or less to be used both for expenses incurred in connection with the dissolution (such as professional fees) and to satisfy liabilities less than $10,000 |\n| --- | --- |\n| D |  |\n|  |  |\n| D |  |\n|  |  |\n\nCorporations that do not meet these criteria should use the booklet entitled “Voluntary Dissolution of Not-For-Profit Corporations with Assets to Distribute,” which is available on the Attorney General’s website at [http://www.charitiesnys.com](http://www.charitiesnys.com).  \nThe procedures discussed and the forms included in this booklet are not intended to serve as a substitute for informed advice from a lawyer, but are designed to help not-for-profit corporations that are seeking to dissolve and the lawyers who represent them.  \nThis booklet and other information of interest to not-for-profit corporations may be found on the Attorney General=s Internet site: [http://www.charitiesnys.com](http://www.charitiesnys.com).  \nINTRODUCTION  \nThe Attorney General=s Charities Bureau has prepared this booklet to assist not-for-profit corporations in fulfilling the requirements for a simplified dissolution pursuant to Article 10 of the Not-for-Profit Corporation Law (N-PCL) .  \nTo qualify for a simplified dissolution, a corporation must have no assets other than a reserve fund of up to $25,000 to be used to pay both (1) the costs of winding up the corporation =s affairs (such as attorneys’ and accountants= fees), and (2) liabilities not exceeding $10,000 in the aggregate.  \nDissolving corporations that are required to be registered with the Charities Bureau must comply with the registration and reporting requirements prior to dissolution. [See Appendix E for a summary of registration requirements.] All other dissolving corporations must submit financial reports to the Charities Bureau with their dissolution papers. Dissolving corporations must expend their reserve fund and wind up their business within two hundred seventy days from the date the Plan of Dissolution is filed with the Attorney General, and prior to filing with the Department of State.  \n* * * * *  \nSUMMARY OF PROCEDURES FOR A SIMPLIFIED DISSOLUTION  \nCorporations that meet the criteria for a simplified dissolution must do the following:  \nStep One:  \nThe Board of Directors must approve a Plan of Dissolution (Athe Plan @) . [See Appendix B for a sample Plan.] A quorum must be present and at least a majority of the directors present must vote for dissolution. Alternatively, the Board may adopt the Plan by unanimous written consent if not prohibited by the certificate of incorporation or by-laws. However, if there are fewer than three directors, the affirmative vote of any remaining director(s) is required to adopt the Plan.  \n\n| \u003Cbr>Quick Statutory Reference Guide |  |\n| --- | --- |\n| Board of directors adoption and authorization of Plan of Dissolution | N-PCL '' 1001(a), 1002(a), and 1002 (b) |\n| Quorum and required vote for board approval of Plan | N-PCL ","cbCaifkgEMdvdmlw","https://ap.wps.com/l/cbCaifkgEMdvdmlw","pdf",844541,19,"English","# Introduction\n# Summary of Procedures for a Simplified Dissolution\n## Step One: Board of Directors Approval\n## Step Two: Membership Approval (if applicable)\n## Step Three: Government Approvals and Filing\n# Appendix A: Checklist of Documents for a Simplified Dissolution\n# Appendix B: Sample Form for Plan of Dissolution\n# Appendix C: Sample Form for Certificate of Dissolution\n# Appendix D: Sample Verified Petition for Approval of Certificate of Dissolution\n# Appendix E: Registration Requirements and Final Reports\n# Appendix F: Attorney General's Offices","[{\"question\":\"What criteria must a corporation meet to use the simplified dissolution procedures?\",\"answer\":\"The corporation must have no assets and no liabilities, or have no assets other than a reserve fund of $25,000 or less used for dissolution expenses and to satisfy liabilities under $10,000 in the aggregate.\"},{\"question\":\"How is the Plan of Dissolution approved under the simplified process?\",\"answer\":\"The board must approve the Plan with a quorum and at least a majority vote, or use unanimous written consent if allowed. If fewer than three directors are available, the affirmative vote of the remaining director(s) is required.\"},{\"question\":\"What happens after board approval if the corporation has voting members?\",\"answer\":\"The Plan must be submitted to the membership for approval, requiring at least two-thirds of the members with a quorum at a meeting or unanimous written consent. If there are no voting members, the Plan is deemed authorized upon board adoption.\"}]","Procedures and Forms for a Simplified Dissolution - Attorney General Guidance | PDF",7]