New York State Department of State Division of Corporations, State Records and Uniform Commercial Code One Commerce Plaza, 99 Washington Avenue Albany, NY 12231 www.dos.state.ny.us CERTIFICATE OF DISSOLUTION OF (Insert Name of Corporation) Under Section 1003 of the Not-for-Profit Corporation Law FIRST: The name of the corporation is: . If the name of the corporation has been changed, the name under which it was formed is: . SECOND: (Must include month, day and year) The certificate of incorporation was filed by the Department of State on: . THIRD: The name and address of each officer and director of the corporation is: . FOURTH: At the time of dissolution, the corporation is a Type (A, B, C or D) corporation. FIFTH: At the time of authorization of the corporation’s plan of dissolution and distribution of assets as provided in Not-for-Profit Corporation Law §1002, the corporation holds: (Check the appropriate statement ) Assets which are legally required to be used for a particular purpose. No assets which are legally required to be used for a particular purpose. SIXTH: The corporation elects to dissolve. SEVENTH: The dissolution was authorized by: (Check the appropriate statement) A vote of a majority of the board of directors. The corporation has no members. The majority vote of the board of directors followed by two-thirds vote of the members. DOS-1561 (Rev. 10/07) -1- American LegalNet, Inc. www.FormsWorkFlow.com EIGHTH: (Check the appropriate statement, if required) Prior to the delivery of this certificate of dissolution to the Department of State for filing, the plan of dissolution and distribution of assets has been approved by a Justice of the Supreme Court. A copy of the Court’s order is attached hereto. A copy of the plan of dissolution which contains the statement prescribed by paragraph (b) of section 1001 of the Not-for-Profit Corporation Law has been duly filed with the Attorney General. (Signature) (Title of Signer) (Printed Name of Signer) CERTIFICATE OF DISSOLUTION OF (Insert Name of Corporation) Under Section 1003 of the Not-for-Profit Corporation Law Filer’s Name Address City, State and Zip Code Notes: Consent of the State Tax Commission must be attached along with any other consents or approvals required by law. Consent of the Attorney General to this certificate of dissolution must be attached for all Type B, C and D corporations. Type A corporations that hold assets at the time of dissolution legally required to be used for a particular purpose must also attach the consent of the Attorney General. This sample form is provided by the NYS Department of State. Corporations are not required to use this form and may draft a certificate of dissolution which complies with the law. The Department of State recommends that all certificates be completed under the guidance of an attorney. This certificate must be submitted with a $30 filing fee. (For office use only) DOS-1561 (Rev. 02/09) -2- American LegalNet, Inc. www.FormsWorkFlow.com