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Corporation DissolutionNov 12, 2009


Is it ever feasible/plausible that a board suggest corporation dissolution, and how would this need to be consented to by shareholders?

For example, if a developer's offer for a coop building far exceeded what shareholders could sell their apartments for collectively, how would this be accomplished if all agree, and do all need to agree?

Join the Conversation Comments (2)
Re: Coop Dissolution - CDT Nov 13, 2009


The short answer is YES, the coop corporation can indeed be voluntarily dissolved and the building sold. It is very rare, but it has been done.

For the dissolution procedure, you'll need to check your Proprietary Lease. In our lease -- which was based on the same template as many other NYC coops -- the relevant details are in Paragraph 31(g): Termination of Lease by Lessor / Termination of All Proprietary Leases:

"If at any time the Lessor shall determine, upon the affirmative vote of two-thirds of its then Directors at a meeting of such Directors duly called for that purpose, and the affirmative vote of the record holders of at least 75% in amount of its then issued shares at a shareholders' meeting duly called for that purpose, to terminate all proprietary leases..."

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Jeff Neeke's message - AdC Nov 26, 2009


This was highly informative, but the questions in your case would be:

1. Do individual shareholders control a 75% of the shares to be able to pass the dissolution of the corporation?

2. What do you expect to gain from the dissolution if you were to succeed in the vote?

3. Would you have any hope that the value of the property every be higher than the total cost of the apartments?

AdC

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