N.Y. BSC Law § 1005

§ 1005. Procedure after dissolution.\n (a) After dissolution:\n (1) The corporation shall carry on no business except for the purpose\nof winding up its affairs.\n (2) The corporation shall proceed to wind up its affairs, with power\nto fulfill or discharge its contracts, collect its assets, sell its\nassets for cash at public or private sale, discharge or pay its\nliabilities, and do all other acts appropriate to liquidate its\nbusiness.\n (3) After paying or adequately providing for the payment of its\nliabilities:\n (A) The corporation, if authorized at a meeting of shareholders by a\nmajority of the votes of all outstanding shares entitled to vote thereon\nmay sell its remaining assets, or any part thereof, for shares, bonds or\nother securities or partly for cash and partly for shares, bonds or\nother securities, and distribute the same among the shareholders\naccording to their respective rights. In the case of a sale under this\nsubparagraph where the consideration is in whole or in part other than\ncash, any shareholder, entitled to vote thereon, who does not vote for\nor consent in writing to such sale, shall, subject to and by complying\nwith the provisions of section 623 (Procedure to enforce shareholder's\nright to receive payment for shares), have the right to receive payment\nfor his shares. Section 909 (Sale, lease, exchange or other disposition\nof assets) is not applicable to a sale of assets under this paragraph.\n (B) The corporation, whether or not it has made a sale under\nsubparagraph (A), may distribute any remaining assets, in cash or in\nkind or partly each, among its shareholders according to their\nrespective rights.\n (b) When there are no shareholders, upon dissolution all subscriptions\nfor shares shall be cancelled and all obligations of the corporation to\nissue shares or of the subscribers to pay their subscriptions shall\nterminate, except for such payments as may be required to enable the\ncorporation to pay its liabilities.\n (c) Upon the winding up of the affairs of the corporation, any assets\ndistributable to a creditor or shareholder who is unknown or cannot be\nfound, or who is under disability and for whom there is no legal\nrepresentative, shall be paid to the state comptroller as abandoned\nproperty within six months from the date fixed for the payment of the\nfinal liquidating distribution, and be subject to the provisions of the\nabandoned property law.\n