Instructions For Completing The Certificate Of Dissolution Form Page 2

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Instructions for Completing the Certificate of Dissolution Form
All entries and signatures should be typewritten or printed in black ink on white paper. Avoid small or light type or outline or condensed
fonts.
Paragraph First - Name of Corporation
1. Enter the exact current name of the corporation on the line in:
1.
the certificate’s title (top of first page);
2.
Paragraph First;
3.
the title of the certificate on the last page of the form.
The exact name of the corporation may be found on the New York Department of State’s website at , or by writing or
calling the New York Department of State at (518) 473-2492. The exact name of the corporation can also be found on the New York
Department of State Filing Receipt for the corporation’s Certificate of Incorporation or for a Certificate of Amendment filed to change
the name of the corporation, or on copies of such certificates.
The name of the corporation must be exactly the same in all three places, including punctuation, spacing, etc. Do not abbreviate or
make other changes to the name.
2. If the name of the corporation has been changed, the Certificate of Dissolution must include the original name of the corporation on
the line provided. The name must appear exactly as it appears in the original certificate of incorporation.
Paragraph Second - Date of Incorporation
Provide the exact date (month, day and year) that the certificate of incorporation was filed by the New York Department of State.
The exact date of incorporation may be found on the New York Department of State’s website at , or by writing or
calling the New York Department of State at (518) 473-2492. The exact date of incorporation can also be found on the New York
Department of State Filing Receipt issued by the New York Department of State when the corporation was formed.
Paragraph Third - Names and Addresses of Officers and Directors
Provide the name and address of each officer and director of the corporation.
Paragraph Fourth - Manner of Authorization
The Certificate of Dissolution must include the manner in which the dissolution was authorized. This form includes three common
methods of authorization. If one of these methods is applicable to your corporation, check the appropriate statement. Do not use this
form if the dissolution was authorized by an alternative manner. In all cases, review Business Corporation Law sections 1001 and 1002
to determine the correct manner of authorization of dissolution.
Paragraph Fifth- Election to Dissolve
The Certificate of Dissolution contains a statement that the corporation elects to dissolve. Do not modify this paragraph. Do not
indicate an effective date of dissolution.
Signing the Certificate of Dissolution
The Certificate of Dissolution must be signed by an officer, director or authorized person of the corporation. The signer’s name and title
must be typed or printed. The Certificate of Dissolution may also be signed by an attorney-in-fact for an individual authorized to sign
the certificate. If the Certificate of Dissolution is signed by an attorney-in-fact, include the name and title of the person on whose
behalf the attorney-in-fact is acting.
Backer (last page)

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