(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 entitled to vote thereon:
(A) Unless the certificate of incorporation dispenses with
dissolution action by the board, the board shall adopt a resolution
recommending that the voluntary dissolution proceedings be revoked and
directing submission of the proposed revocation to a vote of the members
entitled to vote thereon.
(B) Revocation of the voluntary dissolution proceedings shall be
authorized by two-thirds vote as provided in paragraph (c) of section
613 (Vote of members).
(2) If there are no members entitled to vote thereon, revocation of
the voluntary dissolution proceedings shall be authorized by the vote of
a majority of the directors then in office.
(3) If approval of the dissolution of a corporation by a governmental
body or officer is required, as provided in paragraph (c) of section
1002 (Authorization of plan), and such approval has been given,
revocation of the voluntary dissolution proceedings shall not be
authorized without approval thereof by such body or officer.
Structure New York Laws
NPC - Not-For-Profit Corporation
Article 10 - Non-Judicial Dissolution
1001 - Plan of Dissolution and Distribution of Assets.
1002-A - Carrying Out the Plan of Dissolution and Distribution of Assets.
1003 - Certificate of Dissolution; Contents; Approval.
1004 - Certificate of Dissolution; Filing; Effect.
1006 - Corporate Action and Survival of Remedies After Dissolution.
1007 - Notice to Creditors by Corporations Intending to Dissolve; Filing or Barring Claims.
1008 - Jurisdiction of Supreme Court to Supervise Dissolution and Liquidation.
1009 - Applicability to Dissolution Under Other Provisions.
1010 - Revocation of Voluntary Dissolution Proceedings.
1012 - Certificate of Annulment of Dissolution and Reinstatement of Corporate Existence.
1013 - Dissolution of Certain Firemen's Benevolent Associations.
1014 - Dissolution of Domestic Corporations by Proclamation.