§ 1012. Certificate of annulment of dissolution and reinstatement of

corporate existence.

(a) Any corporation dissolved under former section 57 of the
membership corporations law may, at any time after the effective date of
this chapter, deliver to the department of state a signed certificate
which shall be entitled, "certificate of annulment of dissolution and
reinstatement of corporate existence of .............................
(name of corporation) pursuant to section 1012 of the Not-for-Profit
Corporation Law", and 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 of the filing of its certificate of incorporation by the
department of state.

(3) The law under which it was formed.

(4) That it failed to deliver to the department of state a
certificate, as required by subdivision 1 of section 57 of the
membership corporations law.

(5) That it elects to be reinstated and to continue its corporate
existence.

(6) That it is a charitable corporation or a non-charitable
corporation, as applicable.

(b) Notwithstanding subparagraph one of paragraph (a) of section 1006
(Corporate action and survival of remedies after dissolution), the
directors of a corporation whose dissolution is annulled under this
section shall be deemed trustees of its assets, unless such assets have
been distributed pursuant to section 1002-a (Carrying out the plan of
dissolution and distribution of assets).

(c) The filing of such certificate by the department of state shall
have the effect of annulling all of the proceedings theretofore taken
for the dissolution of such corporation, and it shall thereafter have
such corporate powers, rights, privileges, immunities, duties and
liabilities as it had on the date of publication of the proclamation of
dissolution, as if such proclamation had not been made and published.

(d) The department of state shall not file a certificate of annulment
of dissolution and reinstatement of corporate existence if the name of
the corporation being reinstated is not available under section 301
(Corporate name; general) for use by a corporation then being formed
under this chapter, unless such certificate shall change the name to one
which is available for such use.

(e) If, after the publication of the proclamation of dissolution, it
shall appear that the name of any corporation was erroneously included
therein, the secretary of state shall make an appropriate entry on the
records of the department of state, which entry shall have the effect of
annulling all of the proceedings theretofore taken for the dissolution
of the corporation under this section, and it shall have such corporate
powers, rights, privileges, immunities, duties and liabilities as it had
on the date of such publication of the proclamation, as if such
proclamation had not been made and published.

(f) Whenever a corporation has complied with paragraph (a) or the
action specified in paragraph (e) has been taken, the secretary of state
shall publish a notice thereof in the state advertising bulletin and
shall send a copy of such bulletin to the clerk of the county in which
the office of the corporation is located. The county clerk shall file
such copy and make appropriate entry on his record without charge.

(g) Nothing in this section shall be deemed to extend the duration of
any corporation as stated in its certificate of incorporation.

(h) The fee of the secretary of state for filing a certificate under
this section shall be ten dollars.