Nonprofit Corporation Administrative Dissolution and Reinstatement in New York
At a glance
| Entity and agency | N.Y. Not-for-Profit Corp. Law § 1014: covered domestic nonprofits other than article 15 cemetery corporations; Attorney General certifies names and Secretary of State proclaims dissolution. |
|---|---|
| Report, fee, or tax failure | Failure to register or file annual financial reports under the cited charitable-reporting laws; Attorney General list covers five immediately preceding years without annual financial reports (§ 1014(a)). |
| Agent and other grounds | Section 1014 proclamation route is triggered by covered registration or annual-financial-report failure; its notice uses the corporation’s last known address (§ 1014 introductory text, (a)–(b)). |
| Notice and cure | Attorney General sends certified-mail notices in each of the last two nonfiling years, each with three months to cure; second notice at least six months before certification (§ 1014(b)). |
| When status changes | Secretary of State files and publishes proclamation in State Register within three months after list receipt; dissolution occurs on publication (§ 1014(d)–(e)). |
| Powers afterward | Dissolved corporation starts no new activities but may wind up, and may sue or be sued in its corporate name (§ 1006(a)). |
| Reinstatement window | Corporation dissolved under § 1014 may file Attorney General written consent to reinstatement after required reports, fees, penalties, and interest are paid or waived (§ 1014(h)). |
| Filings, payments, and name | File Attorney General consent and $50 Secretary of State fee; if its name conflicts after the one-year reservation, simultaneously file a name-change amendment (§ 1014(g)–(h)). |
| Effect and review | Consent filing annuls the prior dissolution proceedings as if the proclamation had not been made; erroneous inclusion can also be corrected on the state record (§ 1014(h)–(i)). |
Requirements one by one
Grounds and repeated notice
N.Y. Not-for-Profit Corp. Law § 1014 applies to covered corporations registered or required to register under the cited charitable-reporting laws; article 15 cemetery corporations are excluded. The Attorney General may certify a corporation that has not filed annual financial reports for each of the preceding five years. Before certification, the Attorney General must send certified-mail notices in each of the last two nonfiling years. Each gives three months to file delinquent reports and complete registration, and the second must precede certification by at least six months.
Proclamation and corporate status
The Secretary of State files a proclamation and publishes it in the State Register. § 1014(e) makes dissolution effective on publication. Under § 1006(a), a dissolved corporation may not start new activities but may wind up; it can sue or be sued in its corporate name.
Consent to reinstatement
A corporation dissolved under this route may file the Attorney General’s written consent with the Department of State. § 1014(h) directs consent once required reports, fees, penalties, and interest have been paid or waived. Filing consent annuls the earlier dissolution proceedings as though the proclamation had not been published. The filing fee is $50, and a name conflict after the one-year reservation requires a simultaneous certificate of amendment.
What trips people up
The reporting failure alone is not the effective dissolution event: § 1014 requires the Attorney General certification, Secretary of State proclamation, and State Register publication. A corporation listed in error may have the proceeding annulled through the Attorney General certification and Secretary of State record entry under § 1014(i).
Common questions
Can a dissolved corporation defend a lawsuit?
Yes. Section 1006(a)(4) says it may sue or be sued in its corporate name while winding up.
Does New York reserve the old name forever?
No. Section 1014(g) reserves it for one year after publication. Subsection (h) addresses a later name conflict at reinstatement.
Statutes and sources
- N.Y. Not-for-Profit Corp. Law § 1014, current official text accessed September 28, 2026. Subsection (e) says, “Upon the publication of such proclamation ... each corporation named therein shall be deemed dissolved without further legal proceedings.”
- N.Y. Not-for-Profit Corp. Law § 1006, current official text accessed September 28, 2026. Subsection (a) says, “After dissolution, a corporation shall not commence any new activities.”
Source links
Every statute quoted above, linked, with the date we checked it.
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