State of the Nonprofit Regulatory Environment in NEW YORK

1 Bifurcation of charitable regulatory body

Bifurcated Regulatory Structure

Regulatory Action: REQUIREMENT

A regulation is NOT defined in the state

NY Code § 171-a

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: No - New York Executive Law §§ 171-a through 177 (registration of solicting organizations); Estates, Powers & Trusts Law § 8-1.4 (registration of entities holding charitable assets in NY)

NY Code § 8-1.4

REGULATORY BODY: Not Specific

STATUTE TEXT:

Registration Office

Regulatory Action: REQUIREMENT

A regulation is NOT defined in the state

BIFURCD-REGIOF-NS

REGULATORY BODY: Not Specific

NOTES: New York State Attorney General’s Office http://www.charitiesnys.com/home.jsp

2 Notice, Filing or Review of Transactions

Sale of Assets

Regulatory Action: REQUIREMENT

YES: A regulation is defined in the state

NY Code § 510

REGULATORY BODY: Attorney General

STATUTE TEXT: ss 510. Disposition of all or substantially all assets. (a) A sale, lease, exchange or other disposition of all, or substantially all, the assets of a corporation may be made upon such terms and conditions and for such consideration, which may consist in whole or in part of cash or other property, real or personal, including shares, bonds or other securities of any other domestic or foreign corporation or corporations of any kind, as may be authorized in accordance with the following procedure: (1) If there are members entitled to vote thereon, the board shall adopt a resolution recommending such sale, lease, exchange or other disposition. The resolution shall specify the terms and conditions of the proposed transaction, including the consideration to be received by the corporation and the eventual disposition to be made of such consideration, together with a statement that the dissolution of the corporation is or is not contemplated thereafter. The resolution shall be submitted to a vote at a meeting of members entitled to vote thereon, which may be either an annual or a special meeting. Notice of the meeting shall be given to each member and each holder of subvention certificates or bonds of the corporation, whether or not entitled to vote. At such meeting by two-thirds vote as provided in paragraph (c) of section 613 (Vote of members) the members may approve the proposed transaction according to the terms of the resolution of the board, or may approve such sale, lease, exchange or other disposition and may authorize the board to modify the terms and conditions thereof. (2) If there are no members entitled to vote thereon, such sale, lease, exchange or other disposition shall be authorized by the vote of at least two-thirds of the entire board, provided that if there are twenty-one or more directors, the vote of a majority of the entire board shall be sufficient. (3) If the corporation is, or would be if formed under this chapter, classified as a charitable corporation under section 201 (Purposes) such sale, lease, exchange or other disposition shall in addition require approval of the attorney general or the supreme court in the judicial district or of the county court of the county in which the corporation has its office or principal place of carrying out the purposes for which it was formed in accordance with section 511 (Petition for court approval) or section 511-a (Petition for attorney general approval) of this article. (b) After such authorization the board in its discretion may abandon such sale, lease, exchange or other disposition of assets, subject to the rights of third parties under any contract relating thereto, without further action or approval. (a) A sale, lease, exchange or other disposition of all, or substantially all, the assets of a corporation may be made upon such terms and conditions and for such consideration, which may consist in whole or in part of cash or other property, real or personal, including shares, bonds or other securities of any other domestic or foreign corporation or corporations of any kind, as may be authorized in accordance with the following procedure: (1) If there are members entitled to vote thereon, the board shall adopt a resolution recommending such sale, lease, exchange or other disposition. The resolution shall specify the terms and conditions of the proposed transaction, including the consideration to be received by the corporation and the eventual disposition to be made of such consideration, together with a statement that the dissolution of the corporation is or is not contemplated thereafter. The resolution shall be submitted to a vote at a meeting of members entitled to vote thereon, which may be either an annual or a special meeting. Notice of the meeting shall be given to each member and each holder of subvention certificates or bonds of the corporation, whether or not entitled to vote. At such meeting by two-thirds vote as provided in paragraph (c) of section 613 (Vote of members) the members may approve the proposed transaction according to the terms of the resolution of the board, or may approve such sale, lease, exchange or other disposition and may authorize the board to modify the terms and conditions thereof. (2) If there are no members entitled to vote thereon, such sale, lease, exchange or other disposition shall be authorized by the vote of at least two-thirds of the entire board, provided that if there are twenty-one or more directors, the vote of a majority of the entire board shall be sufficient. (3) If the corporation is, or would be if formed under this chapter, classified as a charitable corporation under section 201 (Purposes) such sale, lease, exchange or other disposition shall in addition require approval of the attorney general or the supreme court in the judicial district or of the county court of the county in which the corporation has its office or principal place of carrying out the purposes for which it was formed in accordance with section 511 (Petition for court approval) or section 511-a (Petition for attorney general approval) of this article. (b) After such authorization the board in its discretion may abandon such sale, lease, exchange or other disposition of assets, subject to the rights of third parties under any contract relating thereto, without further action or approval.

NOTES: N-PCL §§ 510, 511 and 511-a; Relig. Corp. Law § 12

NY Code § 12

REGULATORY BODY: Attorney General

STATUTE TEXT:

NOTES: N-PCL §§ 510, 511 and 511-a; Relig. Corp. Law § 12

NY Code § 510

REGULATORY BODY: Other

NOTES: Can petition for court approval rather than AG, still governed by N-PCL §§ 510, 511 and 511-a

Mergers

Regulatory Action: REQUIREMENT

YES: A regulation is defined in the state

REPORTS-MERGER-AG

REGULATORY BODY: Attorney General

NOTES: N-PCL Article 9

NY Code § 904

REGULATORY BODY: Other

STATUTE TEXT: ss 904. Certificate of merger or consolidation; contents. (a) After approval of the plan of merger or consolidation unless the merger or consolidation is abandoned in accordance with paragraph (b) of section 903 (Approval of plan) a certificate of merger or consolidation, entitled “Certificate of merger (or consolidation) of ………. and …………… into (names of corporations) under section 904 of the Not-for-Profit Corporation Law,” shall be signed on behalf of each constituent corporation and delivered to the department of state. It shall set forth: (1) The statements required by subparagraphs (a), (1), (2), and (4) of section 902 (Plan of merger or consolidation). (2) The effective date of the merger or consolidation if other than the date of filing of the certificate of merger or consolidation by the department of state. (3) In the case of consolidation, any statement required to be included in a certificate of incorporation for a corporation formed under this chapter but which was omitted under subparagraph (a) (4) of section 902. (4) The date when the certificate of incorporation of each constituent corporation was filed by the department of state or, in the case of constituent corporations created by special law, the chapter number and year of passage of such law. (5) The manner in which the merger or consolidation was authorized with respect to each constituent corporation. (b) The surviving or consolidated corporation shall thereafter cause a copy of such certificate certified by the department of state, to be filed in the office of the clerk of each county in which the office of a constituent corporation, other than the surviving corporation, is located, and in the office of the official who is the recording officer of each county in this state in which real property of a constituent corporation, other than the surviving corporation, is situated. (a) After approval of the plan of merger or consolidation unless the merger or consolidation is abandoned in accordance with paragraph (b) of section 903 (Approval of plan) a certificate of merger or consolidation, entitled “Certificate of merger (or consolidation) of ………. and …………… into (names of corporations) under section 904 of the Not-for-Profit Corporation Law,” shall be signed on behalf of each constituent corporation and delivered to the department of state. It shall set forth: (1) The statements required by subparagraphs (a), (1), (2), and (4) of section 902 (Plan of merger or consolidation). (2) The effective date of the merger or consolidation if other than the date of filing of the certificate of merger or consolidation by the department of state. (3) In the case of consolidation, any statement required to be included in a certificate of incorporation for a corporation formed under this chapter but which was omitted under subparagraph (a) (4) of section 902. (4) The date when the certificate of incorporation of each constituent corporation was filed by the department of state or, in the case of constituent corporations created by special law, the chapter number and year of passage of such law. (5) The manner in which the merger or consolidation was authorized with respect to each constituent corporation. (b) The surviving or consolidated corporation shall thereafter cause a copy of such certificate certified by the department of state, to be filed in the office of the clerk of each county in which the office of a constituent corporation, other than the surviving corporation, is located, and in the office of the official who is the recording officer of each county in this state in which real property of a constituent corporation, other than the surviving corporation, is situated.

NOTES: Must file with Sec. of State per N-PCL § 904; Can petition for court approval rather than AG, still governed by N-PCL Article 9

Certificate of Amendments

Regulatory Action: REQUIREMENT

YES: A regulation is defined in the state

NY Code § 804(a)(ii)(A)

REGULATORY BODY: Attorney General

STATUTE TEXT:

NOTES: N-PCL § 804(a)(ii)(A)

NY Code § 803

REGULATORY BODY: Other

STATUTE TEXT: ss 803. Certificate of amendment; contents. (a) To accomplish any amendment, a certificate of amendment entitled “Certificate of amendment of the certificate of incorporation of ………………………. (name of corporation) under section 803 of the Not-for-Profit Corporation Law” shall be signed and delivered to the department of state. It shall set forth: (1) The name of the corporation and, if it has been changed, the name under which it was formed. (2) The date its certificate of incorporation was filed by the department of state and the law under which it was formed. (3) That the corporation is a corporation as defined in subparagraph (a) (5) of section 102 (Definitions). (4) Each amendment effected thereby, setting forth the subject matter of each provision of the certificate of incorporation which is to be amended or eliminated and the full text of the provision or provisions, if any, which are to be substituted or added. (5) The manner in which the amendment of the certificate of incorporation was authorized. (6) A designation of the secretary of state as agent of the corporation upon whom process against it may be served and the post office address within or without this state to which the secretary of state shall mail a copy of any process against it served upon the secretary. (b) Any number of amendments or changes may be included in one certificate under this section. Such certificate may also include any amendments or changes permitted by other sections and in that case the certificate shall set forth any additional statement required by any other section specifying the contents of a certificate to effect such amendment or change. (a) To accomplish any amendment, a certificate of amendment entitled “Certificate of amendment of the certificate of incorporation of ………………………. (name of corporation) under section 803 of the Not-for-Profit Corporation Law” shall be signed and delivered to the department of state. It shall set forth: (1) The name of the corporation and, if it has been changed, the name under which it was formed. (2) The date its certificate of incorporation was filed by the department of state and the law under which it was formed. (3) That the corporation is a corporation as defined in subparagraph (a) (5) of section 102 (Definitions). (4) Each amendment effected thereby, setting forth the subject matter of each provision of the certificate of incorporation which is to be amended or eliminated and the full text of the provision or provisions, if any, which are to be substituted or added. (5) The manner in which the amendment of the certificate of incorporation was authorized. (6) A designation of the secretary of state as agent of the corporation upon whom process against it may be served and the post office address within or without this state to which the secretary of state shall mail a copy of any process against it served upon the secretary. (b) Any number of amendments or changes may be included in one certificate under this section. Such certificate may also include any amendments or changes permitted by other sections and in that case the certificate shall set forth any additional statement required by any other section specifying the contents of a certificate to effect such amendment or change.

NOTES: Must file with Sec. of State per N-PCL § 803; Can petition for court approval rather than AG per N-PCL § 804(a)(ii)(B)

NY Code § 804(a)(ii)(B)

REGULATORY BODY: Other

STATUTE TEXT:

NOTES: Must file with Sec. of State per N-PCL § 803; Can petition for court approval rather than AG per N-PCL § 804(a)(ii)(B)

Does the state require annual financial reporting by charitable organizations in addition to filing a copy of the 990 with the regulator (if filing 990 is required)?

Regulatory Action: REQUIREMENT

YES: A regulation is defined in the state

NY Code § 172-B

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: N.Y. Exec. Law § 172-B: tiered financial reporting required

3 Notice or Action for Dissolutions

Voluntary Dissolutions

Regulatory Action: REQUIREMENT

YES: A regulation is defined in the state

NY Code § 1002(d)

REGULATORY BODY: Attorney General

STATUTE TEXT:

NOTES: N-PCL § 1002(d)

NY Code § 1003and

REGULATORY BODY: Other

STATUTE TEXT:

NOTES: Must file Certificate of Dissolution with Sec. of State per N-PCL §1003and Dept. of Taxation per N-PCL § 1004; Supreme Court has jurisdiction to supervise per N-PCL § 1008

NY Code § 1004

REGULATORY BODY: Other

STATUTE TEXT: ss 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 dissolved. (b) Notwithstanding paragraph (a) of this section, with respect to any corporation that has done business in the city of New York and incurred liability for any tax or charge under chapter six, seven, eight, ten, eleven, twelve, thirteen, fourteen, fifteen, twenty-one, twenty-four, twenty-five or twenty-seven of title eleven of the administrative code of the city of New York, the department of state shall not file a certificate of dissolution unless the consent of the commissioner of finance of the city of New York to the dissolution is also attached thereto. (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 dissolved. (b) Notwithstanding paragraph (a) of this section, with respect to any corporation that has done business in the city of New York and incurred liability for any tax or charge under chapter six, seven, eight, ten, eleven, twelve, thirteen, fourteen, fifteen, twenty-one, twenty-four, twenty-five or twenty-seven of title eleven of the administrative code of the city of New York, the department of state shall not file a certificate of dissolution unless the consent of the commissioner of finance of the city of New York to the dissolution is also attached thereto.

NOTES: Must file Certificate of Dissolution with Sec. of State per N-PCL §1003and Dept. of Taxation per N-PCL § 1004; Supreme Court has jurisdiction to supervise per N-PCL § 1008

NY Code § 1008

REGULATORY BODY: Other

STATUTE TEXT: ss 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 dissolution, in a special proceeding instituted under this section, upon the petition of the corporation or, in a situation approved by the court, upon the petition of a creditor, claimant, director, officer, member, subscriber for capital certificates, incorporator or the attorney general, may suspend or annul the dissolution or continue the liquidation of the corporation under the supervision of the court and may make all such orders as it may deem proper in all matters in connection with the dissolution or the winding up of the affairs of the corporation, and in particular, and without limiting the generality of the foregoing, in respect of the following: (1) The determination of the validity of the authorization of the dissolution of the corporation and of the execution and delivery of the certificate of dissolution under this article. (2) The adequacy of the notice given to creditors and claimants and, if it is determined to have been inadequate, the requirement of such further notice as the court may deem proper. (3) The determination of the validity and amount of invalidity of any claims which have been presented to the corporation. (4) The barring of all creditors and claimants who have not timely filed claims as provided in any such notice, or whose claims have been disallowed by the court, as against the corporation, its assets, directors, officers and members. (5) The determination and enforcement of the liability of any director, officer, member or subscriber for capital certificates, to the corporation or for the liabilities of the corporation. (6) The presentation and filing of intermediate and final accounts of the directors, the hearing thereon, the allowance or disallowance thereof, and the discharge of the directors, or any of them, from their liabilities. (7) The administration of any trust, or the disposition of any property held in trust by or for the corporation. (8) The adequacy of a plan of distribution. (9) The payment, satisfaction or compromise of claims against the corporation, the retention of assets for such purpose, and the determination of the adequacy of provisions made for payment of the liabilities of the corporation. (10) The disposition or destruction of records, documents and papers of the corporation. (11) The appointment and removal of a receiver under article 12 (Receivership) who may be a director, officer or member of the corporation. (12) The issuance of injunctions for one or more of the purposes and as provided in section 1113 (Injunction). (13) The return of subscription payments to subscribers for capital certificates, and the making of distributions, in cash or in kind or partly in each, to the members. (14) The payment to the state comptroller, as abandoned property, of assets under paragraph (d) of section 1002-a (Carrying out the plan of dissolution and distribution of assets). (15) Where assets were received and held by the corporation either for a charitable purpose or legally required to be used for a particular purpose, the distribution of such assets to one or more domestic or foreign corporations or other organizations engaged in activities substantially similar to those of the dissolved corporation, on notice to the attorney general and to such other persons, and in such manner, as the court may deem proper. (b) No order annulling a dissolution shall be made under this section if the name of the corporation whose dissolution is to be annulled is no longer available for use by such corporation, unless such corporation submits with its petition for the annulment of the dissolution a certificate of reservation of another available name. (c) Orders under this section may be entered ex parte, except that if such special proceeding was not instituted upon petition of the corporation, notice shall be given to the corporation in such manner as the court may direct. Notice shall be given to other persons interested, and in such manner, as the court may deem proper, of any hearings and of the entry of any orders on such matters as the court shall deem proper. All orders made by the court under this section shall be binding upon the attorney-general, the corporation, its directors, officers, members, subscribers for capital certificates, incorporators, creditors and claimants. (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 dissolution, in a special proceeding instituted under this section, upon the petition of the corporation or, in a situation approved by the court, upon the petition of a creditor, claimant, director, officer, member, subscriber for capital certificates, incorporator or the attorney general, may suspend or annul the dissolution or continue the liquidation of the corporation under the supervision of the court and may make all such orders as it may deem proper in all matters in connection with the dissolution or the winding up of the affairs of the corporation, and in particular, and without limiting the generality of the foregoing, in respect of the following: (1) The determination of the validity of the authorization of the dissolution of the corporation and of the execution and delivery of the certificate of dissolution under this article. (2) The adequacy of the notice given to creditors and claimants and, if it is determined to have been inadequate, the requirement of such further notice as the court may deem proper. (3) The determination of the validity and amount of invalidity of any claims which have been presented to the corporation. (4) The barring of all creditors and claimants who have not timely filed claims as provided in any such notice, or whose claims have been disallowed by the court, as against the corporation, its assets, directors, officers and members. (5) The determination and enforcement of the liability of any director, officer, member or subscriber for capital certificates, to the corporation or for the liabilities of the corporation. (6) The presentation and filing of intermediate and final accounts of the directors, the hearing thereon, the allowance or disallowance thereof, and the discharge of the directors, or any of them, from their liabilities. (7) The administration of any trust, or the disposition of any property held in trust by or for the corporation. (8) The adequacy of a plan of distribution. (9) The payment, satisfaction or compromise of claims against the corporation, the retention of assets for such purpose, and the determination of the adequacy of provisions made for payment of the liabilities of the corporation. (10) The disposition or destruction of records, documents and papers of the corporation. (11) The appointment and removal of a receiver under article 12 (Receivership) who may be a director, officer or member of the corporation. (12) The issuance of injunctions for one or more of the purposes and as provided in section 1113 (Injunction). (13) The return of subscription payments to subscribers for capital certificates, and the making of distributions, in cash or in kind or partly in each, to the members. (14) The payment to the state comptroller, as abandoned property, of assets under paragraph (d) of section 1002-a (Carrying out the plan of dissolution and distribution of assets). (15) Where assets were received and held by the corporation either for a charitable purpose or legally required to be used for a particular purpose, the distribution of such assets to one or more domestic or foreign corporations or other organizations engaged in activities substantially similar to those of the dissolved corporation, on notice to the attorney general and to such other persons, and in such manner, as the court may deem proper. (b) No order annulling a dissolution shall be made under this section if the name of the corporation whose dissolution is to be annulled is no longer available for use by such corporation, unless such corporation submits with its petition for the annulment of the dissolution a certificate of reservation of another available name. (c) Orders under this section may be entered ex parte, except that if such special proceeding was not instituted upon petition of the corporation, notice shall be given to the corporation in such manner as the court may direct. Notice shall be given to other persons interested, and in such manner, as the court may deem proper, of any hearings and of the entry of any orders on such matters as the court shall deem proper. All orders made by the court under this section shall be binding upon the attorney-general, the corporation, its directors, officers, members, subscribers for capital certificates, incorporators, creditors and claimants.

NOTES: Must file Certificate of Dissolution with Sec. of State per N-PCL §1003and Dept. of Taxation per N-PCL § 1004; Supreme Court has jurisdiction to supervise per N-PCL § 1008

Judicial Dissolutions

Regulatory Action: REQUIREMENT

YES: A regulation is defined in the state

NY Code § 1101

REGULATORY BODY: Attorney General

STATUTE TEXT: ss 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 concealment of a material fact. (2) That the corporation has exceeded the authority conferred upon it by law, or has violated any provision of law whereby it has forfeited its charter, or carried on, conducted or transacted its business in a persistently fraudulent or illegal manner, or by the abuse of its powers contrary to public policy of the state has become liable to be dissolved. (b) An action under this section is triable by jury as a matter or right. (c) The enumeration in paragraph (a) of grounds for dissolution shall not exlude actions or special proceedings by the attorney-general or other state officials for the annulment or dissolution of a corporation for other causes as provided in this chapter or in any other statute of this state. (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 concealment of a material fact. (2) That the corporation has exceeded the authority conferred upon it by law, or has violated any provision of law whereby it has forfeited its charter, or carried on, conducted or transacted its business in a persistently fraudulent or illegal manner, or by the abuse of its powers contrary to public policy of the state has become liable to be dissolved. (b) An action under this section is triable by jury as a matter or right. (c) The enumeration in paragraph (a) of grounds for dissolution shall not exlude actions or special proceedings by the attorney-general or other state officials for the annulment or dissolution of a corporation for other causes as provided in this chapter or in any other statute of this state.

NOTES: N-PCL § 1101

NY Code § 1003

REGULATORY BODY: Other

STATUTE TEXT: ss 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 the plan of dissolution and distribution of assets), a certificate of dissolution, entitled “Certificate of dissolution of …….. (name of corporation) under section 1003 of the Not-for-Profit Corporation Law” shall be signed and, if required pursuant to subparagraph two of paragraph (b) of this section, after the attorney general has affixed thereon his or her consent to the dissolution, such certificate of dissolution shall be delivered to the department of state. It shall set forth: (1) The name of the corporation and, if its name has been changed, the name under which it was formed. (2) The date its certificate of incorporation was filed by the department of state. (3) The name and address of each of its officers and directors. (4) A statement as to whether the corporation is a charitable corporation or a non-charitable corporation. (5) A statement as to whether or not the corporation holds assets at the time of authorization of its plan of dissolution and distribution of assets as provided in section 1002 of this article (Authorization of plan) which are legally required to be used for a particular purpose. (6) That the corporation elects to dissolve. (7) The manner in which the dissolution was authorized. If the dissolution of the corporation is authorized by a vote of the directors and/or members of the corporation that is less than that ordinarily required by the certificate of incorporation, the by-laws, this chapter or any other applicable law, as permitted by paragraph (a) of section 1002 (Authorization of plan) of this article, then the certificate of dissolution shall so state. (8) A statement that prior to delivery of such certificate of dissolution to the department of state for filing, the plan of dissolution and distribution of assets has been approved by the attorney general or by a justice of the supreme court, if such approval is required pursuant to section 1002 (Authorization of plan) of this article. A copy of the approval of the attorney general or of the court order shall be attached to the certificate of dissolution. In the case of a corporation, other than a corporation incorporated pursuant to article 15 (Public cemetery corporations), having no assets to distribute, or having no assets to distribute other than a reserve not to exceed twenty-five thousand dollars for the purpose of paying ordinary and necessary expenses of winding up its affairs including attorney and accountant fees, and liabilities not in excess of ten thousand dollars at the time of dissolution, a statement that a copy of the plan of dissolution which contains the statement prescribed by paragraph (b) of section 1001 (Plan of dissolution and distribution of assets) has been duly filed with the attorney general, if required. (b) Such certificate of dissolution shall have endorsed thereon or annexed thereto the approval of the dissolution: (1) By a governmental body or officer, if such approval is required. A corporation whose statement of purposes specifically includes the establishment or operation of a child day care center, as that term is defined in section three hundred ninety of the social services law, shall provide a certified copy of any certificate of dissolution involving such corporation to the office of children and family services within thirty days after the filing of such dissolution with the department of state. (2) By the attorney general in the case of a charitable corporation, or any other corporation that holds assets at the time of dissolution legally required to be used for a particular purpose. (c) The application to the attorney general for approval of the certificate of dissolution pursuant to paragraph (b) of this section shall be by verified petition and shall include a final financial report showing disposition of all of the corporation’s assets and liabilities, the requisite governmental approvals and the appropriate fees, if any, accompanied by the certificate of dissolution. (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 the plan of dissolution and distribution of assets), a certificate of dissolution, entitled “Certificate of dissolution of …….. (name of corporation) under section 1003 of the Not-for-Profit Corporation Law” shall be signed and, if required pursuant to subparagraph two of paragraph (b) of this section, after the attorney general has affixed thereon his or her consent to the dissolution, such certificate of dissolution shall be delivered to the department of state. It shall set forth: (1) The name of the corporation and, if its name has been changed, the name under which it was formed. (2) The date its certificate of incorporation was filed by the department of state. (3) The name and address of each of its officers and directors. (4) A statement as to whether the corporation is a charitable corporation or a non-charitable corporation. (5) A statement as to whether or not the corporation holds assets at the time of authorization of its plan of dissolution and distribution of assets as provided in section 1002 of this article (Authorization of plan) which are legally required to be used for a particular purpose. (6) That the corporation elects to dissolve. (7) The manner in which the dissolution was authorized. If the dissolution of the corporation is authorized by a vote of the directors and/or members of the corporation that is less than that ordinarily required by the certificate of incorporation, the by-laws, this chapter or any other applicable law, as permitted by paragraph (a) of section 1002 (Authorization of plan) of this article, then the certificate of dissolution shall so state. (8) A statement that prior to delivery of such certificate of dissolution to the department of state for filing, the plan of dissolution and distribution of assets has been approved by the attorney general or by a justice of the supreme court, if such approval is required pursuant to section 1002 (Authorization of plan) of this article. A copy of the approval of the attorney general or of the court order shall be attached to the certificate of dissolution. In the case of a corporation, other than a corporation incorporated pursuant to article 15 (Public cemetery corporations), having no assets to distribute, or having no assets to distribute other than a reserve not to exceed twenty-five thousand dollars for the purpose of paying ordinary and necessary expenses of winding up its affairs including attorney and accountant fees, and liabilities not in excess of ten thousand dollars at the time of dissolution, a statement that a copy of the plan of dissolution which contains the statement prescribed by paragraph (b) of section 1001 (Plan of dissolution and distribution of assets) has been duly filed with the attorney general, if required. (b) Such certificate of dissolution shall have endorsed thereon or annexed thereto the approval of the dissolution: (1) By a governmental body or officer, if such approval is required. A corporation whose statement of purposes specifically includes the establishment or operation of a child day care center, as that term is defined in section three hundred ninety of the social services law, shall provide a certified copy of any certificate of dissolution involving such corporation to the office of children and family services within thirty days after the filing of such dissolution with the department of state. (2) By the attorney general in the case of a charitable corporation, or any other corporation that holds assets at the time of dissolution legally required to be used for a particular purpose. (c) The application to the attorney general for approval of the certificate of dissolution pursuant to paragraph (b) of this section shall be by verified petition and shall include a final financial report showing disposition of all of the corporation’s assets and liabilities, the requisite governmental approvals and the appropriate fees, if any, accompanied by the certificate of dissolution.

NOTES: Must file Decree with Sec. of State per N-PCL § 1003

Administrative Dissolutions

Regulatory Action: REQUIREMENT

YES: A regulation is defined in the state

NY Code § 1014

REGULATORY BODY: Attorney General

STATUTE TEXT: ss 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 of the executive law or article 8 of the estates, powers and trusts law shall be subject to dissolution for failure to register or to file annual financial reports in accordance with the following procedures: (a) On or before the last day of March, June, September and December in each calendar year, the attorney general may certify and transmit to the department of state a list containing the names of any or all corporations formed pursuant to this chapter and registered or required to register pursuant to article 7-A of the executive law or article 8 of the estates, powers and trusts law that have not filed annual financial reports for each of the five years immediately preceding the date of such certification. This section shall not be applicable to corporations that filed reports deemed by the attorney general to be incomplete, erroneous or otherwise deficient. (b) No corporation shall be included in any list prepared pursuant to paragraph (a) of this section unless (1) in each of the last two years during which such corporation failed to file its annual report, the attorney general has sent to such corporation by certified mail return receipt requested notice that the corporation has failed to file and has three months from the date of such notice to file all delinquent reports and complete all registration requirements, provided, however, that if the last known address of record of the corporation is not within the United States, the notice to such corporation shall be sent by any other reasonable means, (2) the second such notice was sent at least six months prior to the date of the certification required by paragraph (a) of this section and (3) the attorney general used reasonable diligence to identify a current address for the corporation. (c) If the secretary of state, upon comparing the names so certified with his or her records, shall discover error, he or she may return the list to the attorney general for correction. (d) The secretary of state shall make a proclamation under his or her hand and seal of office as to each list received from the attorney general declaring any corporations whose names are included in such list to be dissolved and their certificates of incorporation to be forfeited. The secretary shall file the original proclamation in his or her office and shall publish a copy thereof in the state register no later than three months following receipt of the list by him or her. (e) Upon the publication of such proclamation in the manner proscribed in paragraph (d) of this section, each corporation named therein shall be deemed dissolved without further legal proceedings. (f) The secretary of state shall mail a copy of the state register containing such proclamation to the clerk of each county in the state. The county clerk shall file the copy without charge but need not record it. (g) The names of all corporations so dissolved shall be reserved for a period of one year immediately following the publication of the proclamation, and during such period no domestic business corporation, not-for-profit corporation, limited liability company or limited partnership shall be formed under a name the same as any name so reserved or which may not be distinguished from any name so reserved, nor shall any foreign business corporation, not-for-profit corporation, limited liability company or limited partnership, within such period, be authorized to do business or conduct activities in this state under a name the same as any name so reserved or which may not be distinguished from such any name so reserved. (h) Any corporation so dissolved may file in the department of state a written consent by the attorney general to the reinstatement of the corporation. Such written consent shall be given if the attorney general shall have received all annual financial reports and fees required by article 7-A of the executive law and article 8 of the estates, powers and trusts law and penalties and interest charges related thereto have been paid or waived. The filing of such consent shall have the effect of annulling all of the proceedings theretofore taken under the provisions of this section for the dissolution of such corporation with the same force and effect as if such proclamation had not been made or published. The fee of the secretary of state for filing such consent shall be fifty dollars. No such consent shall be filed if the name of a domestic not-for-profit corporation, business corporation, not-for-profit corporation, limited liability company or limited partnership formed later than one year after the publication of the proclamation of dissolution, or the name or fictitious name or of a foreign business corporation, not-for-profit corporation, limited liability company or limited partnership which has obtained authority to do business or conduct activities in the state later than one year after such proclamation, or name which has been reserved later than one year after such proclamation, is the same as or may not be distinguished from the name of the corporation filing such consent unless such corporation simultaneously files in the department of state a certificate of amendment to change the name of such corporation. Such certificate of amendment shall be executed in like manner as if such corporation had not been dissolved. (i) If, after the publication of such proclamation, it shall appear that the name of any corporation was erroneously included therein, the attorney general shall so certify to the secretary of state, and the secretary of state shall make appropriate entry on the records of the department of state, which entry shall have the effect of annulling all of the proceedings theretofore taken under the provisions of this section for the dissolution of such corporation with the same force and effect as if such proclamation had not been made or published. (j) Whenever a corporation shall have complied with paragraph (h) of this section or whenever the procedures specified in paragraph (i) of this section shall have been taken, the secretary of state shall publish a notice thereof in the state register and shall send a copy of such notice to the county clerk of the county in which, according to his or her records, the office of the corporation is located. Such county clerk shall file such copy and make appropriate entry on his or her records without charge. (k) If, after the dissolution of any corporation, assets of the corporation are located, the attorney general shall act with respect to such assets in accordance with this article and article 11 (Judicial dissolution). (a) On or before the last day of March, June, September and December in each calendar year, the attorney general may certify and transmit to the department of state a list containing the names of any or all corporations formed pursuant to this chapter and registered or required to register pursuant to article 7-A of the executive law or article 8 of the estates, powers and trusts law that have not filed annual financial reports for each of the five years immediately preceding the date of such certification. This section shall not be applicable to corporations that filed reports deemed by the attorney general to be incomplete, erroneous or otherwise deficient. (b) No corporation shall be included in any list prepared pursuant to paragraph (a) of this section unless (1) in each of the last two years during which such corporation failed to file its annual report, the attorney general has sent to such corporation by certified mail return receipt requested notice that the corporation has failed to file and has three months from the date of such notice to file all delinquent reports and complete all registration requirements, provided, however, that if the last known address of record of the corporation is not within the United States, the notice to such corporation shall be sent by any other reasonable means, (2) the second such notice was sent at least six months prior to the date of the certification required by paragraph (a) of this section and (3) the attorney general used reasonable diligence to identify a current address for the corporation. (c) If the secretary of state, upon comparing the names so certified with his or her records, shall discover error, he or she may return the list to the attorney general for correction. (d) The secretary of state shall make a proclamation under his or her hand and seal of office as to each list received from the attorney general declaring any corporations whose names are included in such list to be dissolved and their certificates of incorporation to be forfeited. The secretary shall file the original proclamation in his or her office and shall publish a copy thereof in the state register no later than three months following receipt of the list by him or her. (e) Upon the publication of such proclamation in the manner proscribed in paragraph (d) of this section, each corporation named therein shall be deemed dissolved without further legal proceedings. (f) The secretary of state shall mail a copy of the state register containing such proclamation to the clerk of each county in the state. The county clerk shall file the copy without charge but need not record it. (g) The names of all corporations so dissolved shall be reserved for a period of one year immediately following the publication of the proclamation, and during such period no domestic business corporation, not-for-profit corporation, limited liability company or limited partnership shall be formed under a name the same as any name so reserved or which may not be distinguished from any name so reserved, nor shall any foreign business corporation, not-for-profit corporation, limited liability company or limited partnership, within such period, be authorized to do business or conduct activities in this state under a name the same as any name so reserved or which may not be distinguished from such any name so reserved. (h) Any corporation so dissolved may file in the department of state a written consent by the attorney general to the reinstatement of the corporation. Such written consent shall be given if the attorney general shall have received all annual financial reports and fees required by article 7-A of the executive law and article 8 of the estates, powers and trusts law and penalties and interest charges related thereto have been paid or waived. The filing of such consent shall have the effect of annulling all of the proceedings theretofore taken under the provisions of this section for the dissolution of such corporation with the same force and effect as if such proclamation had not been made or published. The fee of the secretary of state for filing such consent shall be fifty dollars. No such consent shall be filed if the name of a domestic not-for-profit corporation, business corporation, not-for-profit corporation, limited liability company or limited partnership formed later than one year after the publication of the proclamation of dissolution, or the name or fictitious name or of a foreign business corporation, not-for-profit corporation, limited liability company or limited partnership which has obtained authority to do business or conduct activities in the state later than one year after such proclamation, or name which has been reserved later than one year after such proclamation, is the same as or may not be distinguished from the name of the corporation filing such consent unless such corporation simultaneously files in the department of state a certificate of amendment to change the name of such corporation. Such certificate of amendment shall be executed in like manner as if such corporation had not been dissolved. (i) If, after the publication of such proclamation, it shall appear that the name of any corporation was erroneously included therein, the attorney general shall so certify to the secretary of state, and the secretary of state shall make appropriate entry on the records of the department of state, which entry shall have the effect of annulling all of the proceedings theretofore taken under the provisions of this section for the dissolution of such corporation with the same force and effect as if such proclamation had not been made or published. (j) Whenever a corporation shall have complied with paragraph (h) of this section or whenever the procedures specified in paragraph (i) of this section shall have been taken, the secretary of state shall publish a notice thereof in the state register and shall send a copy of such notice to the county clerk of the county in which, according to his or her records, the office of the corporation is located. Such county clerk shall file such copy and make appropriate entry on his or her records without charge. (k) If, after the dissolution of any corporation, assets of the corporation are located, the attorney general shall act with respect to such assets in accordance with this article and article 11 (Judicial dissolution).

NOTES: N-PCL § 1014

DISSOLV-ADMINI-OT

REGULATORY BODY: Other

NOTES: No

4 Notice, Oversight or Filing of Hospital Conversions

Has Statute

Regulatory Action: REQUIREMENT

A regulation is NOT defined in the state

HOSPCON-STATUT-NS

REGULATORY BODY: Not Specific

NOTES: No

Requires Notice or Oversight

Regulatory Action: REQUIREMENT

A regulation is NOT defined in the state

HOSPCON-OVERSI-AG

REGULATORY BODY: Attorney General

HOSPCON-OVERSI-OT

REGULATORY BODY: Other

Requires Filing

Regulatory Action: REQUIREMENT

A regulation is NOT defined in the state

HOSPCON-FILING-OT

REGULATORY BODY: Other

5 Audits

Requires Audit

Regulatory Action: REQUIREMENT

YES: A regulation is defined in the state

NY Code § 172-b

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: N.Y. Exec. Law 7A § 172-b

Audit Threshold

Regulatory Action: REQUIREMENT

A regulation is NOT defined in the state

AUDITFI-THRESH-NS

REGULATORY BODY: Not Specific

NOTES: Until 2021: $750,000, Required of soliciting organizations only; Revenue $250,000-$750,000 must file CPA’s review report. In 2021, Audits will be required at $1 million

6 Registration Law

Registration Law

Regulatory Action: EXEMPTION

YES: A regulation is defined in the state

NY Code § 171-a

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: Executive Law §§ 171-a through 177 (registration of solicting organizations); Estates, Powers & Trusts Law § 8-1.4 (registration of entities holding charitable assets in NY)

NY Code § 8-1.4

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: Executive Law §§ 171-a through 177 (registration of solicting organizations); Estates, Powers & Trusts Law § 8-1.4 (registration of entities holding charitable assets in NY)

7 Exemptions from Registering for Specific Organization Types

Religious Organizations

Regulatory Action: EXEMPTION

YES: A regulation is defined in the state

NY Code § 172-a(1)

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: Executive Law § 172-a(1); EPTL § 8-1.4(b)(3)

NY Code § 8-1.4(b)(3)

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: Executive Law § 172-a(1); EPTL § 8-1.4(b)(3)

Small organizations

Regulatory Action: EXEMPTION

YES: A regulation is defined in the state

NY Code § 172-a(2)(d)

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: Executive Law § 172-a(2)(d) ($25k)

Educational Institutions

Regulatory Action: EXEMPTION

YES: A regulation is defined in the state

NY Code § 172-a(2)(a)

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: Executive Law §§ 172-a(2)(a) and (g); EPTL § 8-1.4(b)(4)

NY Code § 8-1.4(b)(4)

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: Executive Law §§ 172-a(2)(a) and (g); EPTL § 8-1.4(b)(4)

Governmental Organizations

Regulatory Action: EXEMPTION

YES: A regulation is defined in the state

NY Code § 172-a(2)(h)

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: Executive Law § 172-a(2)(h); EPTL § 8-1.4(b)(1)

NY Code § 8-1.4(b)(1)

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: Executive Law § 172-a(2)(h); EPTL § 8-1.4(b)(1)

Hospitals

Regulatory Action: EXEMPTION

YES: A regulation is defined in the state

NY Code § 8-1.4(b)(5)

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: Any hospital: EPTL § 8-1.4(b)(5)

Veterans organizations

Regulatory Action: EXEMPTION

YES: A regulation is defined in the state

NY Code § 172-a(2)(f)

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: Executive Law § 172-a(2)(f); EPTL § 8-1.4(b)(6)

NY Code § 8-1.4(b)(6)

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: Executive Law § 172-a(2)(f); EPTL § 8-1.4(b)(6)

Foundations

Regulatory Action: EXEMPTION

A regulation is NOT defined in the state

ORGTYPE-FNDYES-NS

REGULATORY BODY: Not Specific

NOTES: NO

Foundations that don’t solicit contributions

Regulatory Action: EXEMPTION

YES: A regulation is defined in the state

NY Code § 172-a(2)(d)

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: YES Executive Law § 172-a(2)(d)

Charitable Trusts

Regulatory Action: EXEMPTION

A regulation is NOT defined in the state

ORGTYPE-CTRUST-NS

REGULATORY BODY: Not Specific

NOTES: NO

Parent-Teacher Organizations

Regulatory Action: EXEMPTION

YES: A regulation is defined in the state

NY Code § 172-a(2)(h)

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: Executive Law § 172-a(2)(h); EPTL § 8-1.4(b)(11)

NY Code § 8-1.4(b)(11)

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: Executive Law § 172-a(2)(h); EPTL § 8-1.4(b)(11)

Reports to congress

Regulatory Action: EXEMPTION

YES: A regulation is defined in the state

NY Code § 8-1.4(b)(2)

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: EPTL § 8-1.4(b)(2)

Non-soliciting

Regulatory Action: EXEMPTION

YES: A regulation is defined in the state

NY Code § 172-a(2)(d)

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: Executive Law § 172-a(2)(d) ($25k)

Fraternal/ Membership

Regulatory Action: EXEMPTION

YES: A regulation is defined in the state

NY Code § 172-a(2)(b)

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: Executive Law § 172-a(2)(b); EPTL § 8-1.4(b)(6) (provided solicitation of members only)

NY Code § 8-1.4(b)(6)

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: Executive Law § 172-a(2)(b); EPTL § 8-1.4(b)(6) (provided solicitation of members only)

Political Orgs

Regulatory Action: EXEMPTION

YES: A regulation is defined in the state

ORGTYPE-POLITI-NS

REGULATORY BODY: Not Specific

NOTES: Yes

Other

Regulatory Action: EXEMPTION

YES: A regulation is defined in the state

NY Code § 172-a

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: Under Executive Law § 172-a: Specified Beneficiaries (2)(c); Law Enforcement (2)(i); Volunteer Firefighter/Ambulance (2)(f); Museums and Libraries (2)(g)

8 Defined remedies

Dissolution

Regulatory Action: REMEDY

YES: A regulation is defined in the state

NY Code § 112(a)(5)

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: N-PCL §§ 112(a)(5), 1101; Can be negotiated in Assurance of Discontinuance per Executive Law § 63(15)

NY Code § 63(15)

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: N-PCL §§ 112(a)(5), 1101; Can be negotiated in Assurance of Discontinuance per Executive Law § 63(15)

Removal of Board Members

Regulatory Action: REMEDY

YES: A regulation is defined in the state

NY Code § 112(a)(4)

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: N-PCL §§ 112(a)(4), 706; Executive Law § 175; Can be negotiated in Assurance of Discontinuance per Executive Law § 63(15)

NY Code § 175

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: N-PCL §§ 112(a)(4), 706; Executive Law § 175; Can be negotiated in Assurance of Discontinuance per Executive Law § 63(15)

NY Code § 63(15)

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: N-PCL §§ 112(a)(4), 706; Executive Law § 175; Can be negotiated in Assurance of Discontinuance per Executive Law § 63(15)

9 Oversight of professional fundraisers

Does the state require registration by commercial fundraisers?

Regulatory Action: REQUIREMENT

YES: A regulation is defined in the state

NY Code § 173

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: Professional fund-raiser: N.Y. Exec. Law § 173 Professional Solicitor: N.Y. Exec. Law § 173-B

NY Code § 173-B

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: Professional fund-raiser: N.Y. Exec. Law § 173 Professional Solicitor: N.Y. Exec. Law § 173-B

Does the state require registration by fundraising counsel?

Regulatory Action: REQUIREMENT

YES: A regulation is defined in the state

NY Code § 173

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: N.Y. Exec. Law § 173

Does the state oversee commercial-coventuring (e.g. by requiring that the co-venture be registered or by requiring that the charitable organization files the co-venture contract)?

Regulatory Action: REQUIREMENT

YES: A regulation is defined in the state

NY Code § 173

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: N.Y. Exec. Law § 173

Does the state require the fundraisers to provide notice to the regulator before any solicitation campaign (in addition to annual registration and/or filing the contract)?

Regulatory Action: REQUIREMENT

A regulation is NOT defined in the state

NY Code § 173-A

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: Contract must be filed at least 15 days before start of fundraising activity. N.Y. Exec. Law § 173-A

Does the state require specified disclosures to donors?

Regulatory Action: REQUIREMENT

YES: A regulation is defined in the state

NY Code § 174-B

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: N.Y. Exec. Law § 174-B

Does the state require a copy of any contract between a charitable organization and a commercial fundraiser or fundraising counsel be filed with the regulator?

Regulatory Action: REQUIREMENT

YES: A regulation is defined in the state

NY Code § 173-A

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: N.Y. Exec. Law § 173-A

Does the state require annual financial reporting by commercial fundraisers?

Regulatory Action: REQUIREMENT

YES: A regulation is defined in the state

NY Code § 173-a

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: N.Y. Exec. Law § 173-a; also must keep all records available for inspection at request of charity or AG for three years: N.Y. Exec. Law § 173

NY Code § 173

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: N.Y. Exec. Law § 173-a; also must keep all records available for inspection at request of charity or AG for three years: N.Y. Exec. Law § 173

Does the state require bonding of professional fundraisers?

Regulatory Action: REQUIREMENT

YES: A regulation is defined in the state

NY Code § 173

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: A professional fund raiser shall at the time of filing each application for registration or re-registration, file with, and have approved by, the attorney general a bond in the sum of ten thousand dollars ($10,000.00), with one or more sureties. N.Y. Exec. Law § 173