Additional Procedures and Regulations Pertaining to Incorporation
Dissolution of CorporationsEducation Law section 217, provides that when the term for which a provisional charter was issued has expired, without having been extended or made absolute, and upon notice of the Board of Regents, the provisional charter shall terminate and become void, and shall be surrendered to the Regents. As a result, the corporation is dissolved.
Education Law section 219 authorizes the Regents to revoke a charter or certificate of incorporation for sufficient cause, and to dissolve an education corporation upon the request of not less than three-fourths of the whole number of trustees.
Whenever the Board of Regents has revoked the charter of any education corporation, or dissolved such corporation, or whenever a provisional charter has expired, if the corporation has assets, the board of trustees shall, within three months after such revocation, dissolution or expiration, petition the Supreme Court in the judicial district where the principal office of the corporation is or was located foran order directing the disposition of any and all property belonging to the corporation. Such petition shall be duly verified and shall set forth a complete statement of all the assets, together with their location, and an estimate of their value, and also astatement of the ascertainable debts of the corporation.
Such petition shall be accompanied by proof that notice of the time and place of submission of such petition to the Supreme Court has been published once in each week for at least four weeks successively in a newspaper circulated in the county where such corporation is located.
A copy of such petition shall be served upon the Board of Regents and the Attorney General at least ten days prior to the submission of such petition to the State Supreme Court.
The Supreme Court shall direct the sale of sufficient designated assets to pay any outstanding debts and the cost of dissolution. The Regents and the board of trustees of the corporation may present to the court their recommendation as to the disposition of the remaining property of the corporation. If the property consists of library books, objects of art or of historical significance, as far as possible they shall not be sold but shall be transferred to libraries, museums or educational institutions willing to accept them. If a charter contains a provision indicating a proposed disposition of the assets in case of dissolution, such provision shall be followed by the court in its order as far as practicable. If there is any surplus monies after payment of debts and the expense of liquidation, the court may direct that the funds be devoted and applied to any such educational, religious, benevolent, charitable or other purposes as the trustees may indicate by their petition and the court may approve.
Upon revocation of a charter or certificate of incorporation or its dissolution, the trustees of such corporation shall be empowered to continue in office for the purpose of settling the affairs of the corporation.
Consolidation of Corporations
If two or more corporations, chartered by the Regents, wish to merge or consolidate, they may do so by applying to the Board of Regents for an order of consolidation. The original and two copies of a petition, duly executed and acknowledged before a notary public, an agreement of consolidation, certificates of approval of the agreement of consolidation by not less than three-fourths of the whole number of trustees of each constituent corporation, and a plan of merger or consolidation are required. A petition for consolidation, with supporting documents, should be submitted not less than four months before the date when the proponents would like the consolidation to take effect. The petition should be mailed to The New York State Education Department, State Education Building, Office of Counsel, Albany, New York 12234. The fee for the issuance of an order of consolidation is $100. The check should be made payable to The New York State Education Department.