Porciello v. Sound Moves, Inc.

253 A.D.2d 467, 675 N.Y.S.2d 903, 1998 N.Y. App. Div. LEXIS 8831

• Court: Appellate Division of the Supreme Court of the State of New York
• Decided: August 10, 1998
• Status: Published

Opinion

In a proceeding to dissolve a corporation pursuant to Business Corporation Law § 1104-a, the petitioner appeals from an order and judgment (one paper) of the Supreme Court, Suffolk County (Mullen, J.), dated February 20, 1997, which, inter alia, granted that branch of the respondents’ cross motion which was to dismiss the proceeding and dismissed the proceeding.

Ordered that the order and judgment is affirmed, with costs.

Alleging that he was a 28% shareholder of Sound Moves, Inc., a Florida corporation, the petitioner commenced the instant proceeding pursuant to Business Corporation Law § 1104-a, seeking dissolution of the corporation. The Supreme Court properly dismissed the proceeding. “It is well settled that ‘a foreign corporation is controlled, as to its dissolution, by the laws of its domicile, and is not affected by laws which are intended to govern the dissolution of corporations created under local laws’ ” (Matter of Warde-McCann v Commex, Ltd., 135 AD2d 541, 542, quoting 17A Fletcher’s Cyclopedia, Corporations § 8579, at 516 [perm ed]).

In view of our decision we need not reach the petitioner’s remaining contention. Rosenblatt, J. P., Sullivan, Joy, Altman and Luciano, JJ., concur.