Nonprofit Corporation Voluntary Dissolution Filing Requirements in New York

At a glance

Requirements one by one

Use the nonprofit plan-and-certificate sequence

Article 10 of the Not-for-Profit Corporation Law requires a dissolution-and-distribution plan, authorization and applicable approvals, implementation of the plan, then a certificate filed with the Department of State (§§ 1001, 1002, 1002-a, 1003 and 1004). Charitable and non-charitable corporations have different outside-approval consequences.

Even a corporation without distributable assets needs the plan

Section 1001(b) requires a charitable corporation with no assets to distribute and no liabilities to put that fact in the plan. Subsection (c) separately addresses a corporation holding only a winding-up expense reserve of at most $25,000 and liabilities of at most $10,000 at plan adoption.

Under § 1002(b), a corporation without members entitled to vote has an authorized plan when its board adopts it. Section 614(c) also addresses member action when there are no members of record: accepted capital-certificate subscribers may consent by a majority in interest, or the incorporator or majority of incorporators may consent if no subscription was accepted. That member-action provision operates alongside the plan requirements.

Adopt the plan using the applicable board rule

Section 1001 requires board adoption. The ordinary board rule is a majority of directors present when quorum exists (§ 708(d)); § 707 sets the ordinary majority-of-entire-board quorum and permits the specified variations.

For charitable corporations other than public cemetery corporations, § 1002(a)(1) states alternatives: the number required by governing documents and applicable law; two-thirds of directors present with quorum; or unanimous remaining directors when directors in office are fewer than the required quorum. The organization's category and board composition therefore matter before selecting an approval route.

Member approval is measured against votes cast and quorum

Section 1002(a) ordinarily requires member approval by a two-thirds vote under § 613(c). That provision excludes blank votes and abstentions from votes cast, but affirmative votes must at least equal the quorum. Section 608 ordinarily uses a majority of total voting entitlement for quorum, with governing-document variations and an entitled-class quorum. Section 615 permits the specified higher quorum and voting requirements.

The charitable noncemetery branch in § 1002(a)(2) includes the normally required vote or a vote authorized by a Supreme Court order dispensing with quorum under § 608. A quorum-relief petition requires reasonable-effort information and notice to the Attorney General.

Section 614 permits all entitled members to consent in writing or electronically without a meeting and preserves a consistent certificate provision permitting fewer consents. A filed authorization certificate recites unanimous written consent when that statutory route is used.

Obtain notices, plan approvals and filing consents

Section 1002(a) specifies notice to all entitled directors and members of record by certified mail, return receipt requested, 30–60 days before the relevant meeting, unless a qualifying Supreme Court order directs otherwise. It also addresses reasonable other means for a director with a foreign address.

If formation required a governmental body's or officer's approval, dissolution requires that approval (§ 1002(c)). A charitable corporation, or a non-charitable corporation holding legally restricted-purpose assets, uses the Attorney General plan-approval process in § 1002(d); a verified petition includes the plan and certified consents. The statute also permits applying to Supreme Court on ten days' written notice to the Attorney General.

The final certificate carries required governmental and Attorney General approvals under § 1003(b). Section 1004 additionally requires state Taxation and Finance consent; its New York City consent requirement applies to corporations doing business there and incurring the specified city tax liabilities. These consents are prerequisites to accepting the corporate filing.

Complete the plan before filing the certificate

Section 1003 calls for the certificate after the adopted, authorized and approved plan is carried out within § 1002-a's period. Required statements include current and original names, incorporation filing date, officers' and directors' names and addresses, charitable status, restricted-purpose assets at plan authorization, election to dissolve and manner of authorization. A qualifying lower-than-ordinary approval is identified.

Subsection (a)(8) requires the applicable approval statement and a copy of the Attorney General approval or court order, with its specified no-asset/reserve statement. The approval copy identifies the authority that approved the plan; it accompanies the certificate rather than substituting for it.

Section 104(d) allows an officer, director, attorney-in-fact or duly authorized person to sign, with name and capacity, unless the particular certificate section specifies otherwise.

Fee and implementation timing

The Department of State lists a $30 certificate-of-dissolution filing fee. Section 1004(a) provides: “Upon filing the certificate, the corporation is dissolved.”

Before that filing, § 1002-a(a) ordinarily requires implementation of the plan within 270 days after the stated authorization and required approvals. Evidence of asset disposition and liability payment goes to the Attorney General and other required governmental approvers. For good cause, the Attorney General may extend the period by at least 30 days and at most one year, including an already extended period.

Revocation operates before the certificate is filed

Section 1010 permits revocation before the Department of State files the dissolution certificate. With voting members, the board recommends and submits revocation unless the certificate dispenses with board dissolution action; members approve by the § 613(c) two-thirds vote. Without voting members, a majority of directors then in office approves. A governmental approver that already approved dissolution must also approve revocation when § 1002(c) applies.

Keep remaining acts within winding up

Section 1006 permits continued winding up, preserves corporate title until transfer, and allows litigation in the corporate name, while forbidding new activities. Quorum and internal governance rules remain in place for those purposes.

Section 1002-a(c) preserves the intended purposes of charitable or legally restricted assets through the approved distribution plan and applicable Attorney General or court approval. Other assets follow the plan and any certificate-based member distribution rights. A corporate filing does not decide a particular asset recipient's entitlement.

What trips people up

The no-asset/reserve statements are not a general exemption from charitable-corporation approval: § 1002(d) expressly covers charitable corporations, while §§ 1001 and 1003 specify the financial statements for the relevant route.

Common questions

Do the assets automatically become the directors' property?

No. Section 1006(a)(1) says title remains in the corporation until it transfers the assets in its corporate name.

Is there a deadline for assets owed to a person who cannot be found?

Section 1002-a(d) requires payment to the state comptroller under the abandoned-property law within six months after the fixed final-liquidating-distribution date.

Statutes and sources

Sources accessed September 29, 2026. Verbatim passages appear in the source records above.

• N.Y. N-PCL § 1001 — official source.
• N.Y. N-PCL § 1002 — official source.
• N.Y. N-PCL § 1002-a — official source.
• N.Y. N-PCL § 1004 — official source.
• N.Y. N-PCL § 1006 — official source.
• N.Y. N-PCL § 1010 — official source.
• N.Y. N-PCL § 104 — official source.
• N.Y. N-PCL § 613 — official source.
• N.Y. N-PCL § 614 — official source.
• N.Y. N-PCL § 608 — official source.
• N.Y. N-PCL § 615 — official source.
• N.Y. N-PCL § 707 — official source.
• N.Y. N-PCL § 708 — official source.
• N.Y. N-PCL § 1003(a)(1)-(7), (b); 2013 N.Y. Laws ch. 549 § 91 — official source.
• N.Y. N-PCL § 1003(a)(8); 2015 N.Y. Laws ch. 358 § 8 — official source.
• New York Department of State, nonprofit dissolution filing fee — official source.