N.Y. Laws » CHAPTER Business Corporation / ARTICLE Non-judicial Dissolution
New York Consolidated Laws

N.Y. Business Corporation Law § 1006 (2026)

Corporate action and survival of remedies after dissolution

✓ current as of May 2026
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§ 1006. Corporate action and survival of remedies after dissolution.
  (a) A dissolved corporation, its directors, officers and shareholders
may continue to function for the purpose of winding up the affairs of
the corporation in the same manner as if the dissolution had not taken
place, except as otherwise provided in this chapter or by court order.
In particular, and without limiting the generality of the foregoing:
  (1) The directors of a dissolved corporation shall not be deemed to be
trustees of its assets; title to such assets shall not vest in them, but
shall remain in the corporation until transferred by it in its corporate
name.
  (2) Dissolution shall not change quorum or voting requirements for the
board or shareholders, or provisions regarding election, appointment,
resignation or removal of, or filling vacancies among, directors or
officers, or provisions regarding amendment or repeal of by-laws or
adoption of new by-laws.
  (3) Shares may be transferred and determinations of shareholders for
any purpose may be made without closing the record of shareholders until
such time, if any, as such record may be closed, and either the board or
the shareholders may close it.
  (4) The corporation may sue or be sued in all courts and participate
in actions and proceedings, whether judicial, administrative,
arbitrative or otherwise, in its corporate name, and process may be
served by or upon it.
  (b) The dissolution of a corporation shall not affect any remedy
available to or against such corporation, its directors, officers or
shareholders for any right or claim existing or any liability incurred
before such dissolution, except as provided in sections 1007 (Notice to
creditors; filing or barring claims) or 1008 (Jurisdiction of supreme
court to supervise dissolution and liquidation).
Notes of Decisions
Cited in 64 cases (14 in the last 5 years), 1964–2024 · leading case: Moran Enter., Inc.v. Hurst, 66 A.D.3d 972 (N.Y. App. Div. 2d Dep't 2009).
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Moran Enter., Inc.v. Hurst, 66 A.D.3d 972 (N.Y. App. Div. 2d Dep't 2009). · cites it 3× “Business Corporation Law § 1006 provides, in relevant part: “(a) A dissolved corporation, its directors, officers and shareholders may continue to function for the purpose of winding up the affairs of the corporation in the same manner as if the dissolution had not taken place,…”
Rodgers v. Logan, 121 A.D.2d 250 (N.Y. App. Div. 1st Dep't 1986). · cites it 4× “At the time of the dissolution of Surrey Enterprises, General Corporation Law § 29, which is now repealed and which was a source for present Business Corporation Law § 1006 (b), provided that: "[u]pon the dissolution of a corporation * * * its corporate existence shall continue…”
Tedesco v. A.P. Green Indus., Inc., 864 N.E.2d 65 (N.Y. 2007). · cites it 2× “DuPont’s argument that IDI lacks capacity to sue depends primarily on Business Corporation Law § 1006 (b), which provides: “The dissolution of a corporation shall not affect any remedy available to or against such corporation, its directors, officers or shareholders for any…”
In re the Est. of Hicks, 72 A.D.3d 1085 (N.Y. App. Div. 2d Dep't 2010). · cites it 3× ““The directors of a dissolved corporation shall not be deemed to be trustees of its assets; title to such assets shall not vest in them, but shall remain in the corporation until transferred by it in its corporate name” (Business Corporation Law § 1006 [a] [1] ).”
Matter of City of Schenectady, 201 A.D.3d 1 (N.Y. App. Div. 3d Dep't 2021). · cites it 3× “] dissolved corporation retains the power to 'continue to function for the purpose of winding up [its] affairs'" and a corporation "continues to exist as a legal entity after dissolution for purposes of appearing in legal actions and proceedings," including the ability to be…”
Greater Bright Light Home Care Servs., Inc. v. Jeffries-El, 151 A.D.3d 818 (N.Y. App. Div. 2d Dep't 2017). “Business Corporation Law § 1006 provides, in relevant part, that a dissolved corporation “may continue to function for the purpose of winding up the affairs of the corporation,” and that “[t]he dissolution of a corporation shall not affect any remedy available to or against such…”
Cava Constr. Co. v. Gealtec Remodeling Corp., 58 A.D.3d 660 (N.Y. App. Div. 2d Dep't 2009). “The Supreme Court erred in determining that the plaintiff cannot validly assert a cause of action for contractual indemnification against the defendant corporation on the ground that the defendant corporation dissolved in 2003. A corporation continues to exist after dissolution…”
Lance Int'l, Inc. v. First Nat'l City Bank, 86 A.D.3d 479 (N.Y. App. Div. 1st Dep't 2011). · cites it 2× “v Onekey, LLC, 60 AD 3d 733, 734 [2009]; see Business Corporation Law § 1006), the winding up of affairs cannot continue indefinitely.”
Bruce Supply Corp. v. New Wave Mech., Inc., 4 A.D.3d 444 (N.Y. App. Div. 2d Dep't 2004). · cites it 3× “By order entered August 22, 2002, the Judicial Hearing Officer determined that “service on the Secretary of State is also set aside.” The basis for that determination was that New Wave Mechanical was dissolved on September 28, 1994, by proclamation of the Secretary of State…”
MMI Trading, Inc. v. Nathan H. Kelman, Inc., 120 A.D.3d 478 (N.Y. App. Div. 2d Dep't 2014). · cites it 2× “Business Corporation Law § 1006 provides, in relevant part, that a dissolved corporation “may continue to function for the purpose of winding up the affairs of the corporation .”
172 East 122 Street Tenants Ass'n v. Schwarz, 537 N.E.2d 1281 (N.Y. 1989). · cites it 2× “Business Corporation Law § 1006 (b) provides that "[t]he dissolution of a corporation shall not affect any remedy available to or against such corporation * * * for any right or claim existing * * * before such dissolution”.”
Lorisa Capital Corp. v. Gallo, 119 A.D.2d 99 (N.Y. App. Div. 2d Dep't 1986). “Regarding its own corporate status, Lorisa asserted that the transactions supporting the foreclosure action were conducted in the course of winding up its corporate affairs, and, thus, it had capacity to sue pursuant to Business Corporation Law § 1006 (a) (4). In the…”
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N.Y. Business Corporation Law § 1006(a)(4): 2 cases
TADCO Constr. Corp. v. Dormitory Auth. of the State of N.Y., 2022 NY Slip Op 00990 (N.Y. App. Div. 1st Dep't 2022).
TADCO Constr. Corp. v. Dormitory Auth. of the State of N.Y., 2022 NY Slip Op 00990 (N.Y. App. Div. 1st Dep't 2022).
N.Y. Business Corporation Law § 1006(b): 3 cases
Town of Oyster Bay v. Occidental Chem. Corp., 987 F. Supp. 182 (E.D.N.Y 1997).
Lottman v. Piper Indus., Inc., 726 F. Supp. 384 (N.D.N.Y. 1989).
Elavon, Inc. v. Silvertown of NY, Inc., No. 1:20-cv-00908 (E.D.N.Y Aug. 14, 2023).
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