Skip to main content
Find a Lawyer

U.S. Federal and State Cases, Codes, and Articles

Select a tab to search United States Cases, Codes, or Articles

Search for cases

Indicates required field

Search by keyword or citation

Indicates required field

Search blogs, article pages, and cases and codes

Indicates required field

New York Consolidated Laws, Not-For-Profit Corporation Law - NPC § 1006. Corporate action and survival of remedies after dissolution

Current as of January 01, 2021 | Updated by FindLaw Staff

(a) After dissolution, a corporation shall not commence any new activities.  A dissolved corporation, its directors, officers and members may continue to function for the purpose of winding up the affairs of the corporation in the same manner as if the dissolution had not taken place, except as otherwise provided in this chapter or by court order.  In particular and without limiting the generality of the foregoing:

(1) The directors of a dissolved corporation shall not be deemed to be trustees of its assets;  title to such assets shall not vest in them, but shall remain in the corporation until transferred by it in its corporate name.

(2) Dissolution shall not change quorum or voting requirements for the board or members, or provisions regarding election, appointment, resignation or removal of, or filling vacancies among, directors or officers, or provisions regarding amendment or repeal of by-laws or adoption of new by-laws.

(3) Capital certificates may be transferred and determination of members for any purpose may be made without closing the record of members until such time, if any, as such record may be closed, and either the board or the members may close it.

(4) The corporation may sue or be sued in all courts and participate in actions and proceedings, whether judicial, administrative, arbitrative or otherwise, in its corporate name, and process may be served by or upon it.

(b) The dissolution of a corporation shall not affect any remedy available to or against such corporation, its directors, officers or members, for any right or claim existing or any liability incurred before such dissolution, except as provided in sections 1007 (Notice to creditors;  filing or barring claims) or 1008 (Jurisdiction of supreme court to supervise dissolution and liquidation.)

Back to chapter list
Previous part of code Next part of code
Back to chapter list

Cite this article: FindLaw.com - New York Consolidated Laws, Not-For-Profit Corporation Law - NPC § 1006. Corporate action and survival of remedies after dissolution - last updated January 01, 2021 | https://codes.findlaw.com/ny/notforprofit-corporation-law/npc-sect-1006/

Read this complete New York Consolidated Laws, Not-For-Profit Corporation Law - NPC § 1006. Corporate action and survival of remedies after dissolution on Westlaw

FindLaw Codes may not reflect the most recent version of the law in your jurisdiction. Please verify the status of the code you are researching with the state legislature or via Westlaw before relying on it for your legal needs.

Was this helpful?

Welcome to FindLaw's Cases & Codes

A free source of state and federal court opinions, state laws, and the United States Code. For more information about the legal concepts addressed by these cases and statutes, visit FindLaw's Learn About the Law.

Go to Learn About the Law

Latest Blog Posts

For Legal Professionals

Learn About the Law

Get help with your legal needs

FindLaw’s Learn About the Law features thousands of informational articles to help you understand your options. And if you’re ready to hire an attorney, find one in your area who can help.

Go to Learn About the Law

Need to find an attorney?

Search our directory by legal issue

Enter information in one or both fields (Required)

    More Options
    Copied to clipboard