§ 4-26-1106 — Jurisdiction of court to supervise liquidation

(a) At any time after dissolution of a corporation, the circuit court, upon the petition of the corporation or, in a situation approved by the court, upon the petition of a creditor, claimant, director, officer, shareholder, subscriber for shares, incorporator, or the Attorney General, provided it makes an affirmative finding, if the petition is contested, that the corporate assets are being, or are about to be, misapplied or wasted and that the creditors or shareholders are threatened with irreparable damage, may supervise generally the liquidation of the corporation and make all such orders as it may deem proper in all matters in connection with the winding up of the affairs of the corporation and, without limiting the generality thereof, in respect to the following: (1) The adequacy of the notice, if any, given to creditors and claimants; and if the court finds inadequate notice was given, it may require such additional notice as to the court may seem proper; or if no notice has been given, the court shall require the publication of a notice for three (3) consecutive weeks warning creditors and claimants to file their claims with the court within one hundred twenty (120) days following the first publication or else be barred; (2) The determination of the validity and amount or invalidity of any claims which have been presented or may be presented to the corporation or to the court or its receiver; (3) The barring of all creditors and claimants who have not filed claims in a timely manner as provided in any such notice or whose claims have been disallowed by the court, as against the corporation, its assets, directors, and shareholders; (4) The determination and enforcement of the liability of any director, officer, shareholder, or subscriber for shares to the corporation or for the liabilities of the corporation; (5) The payment, satisfaction, or compromise of claims against the corporation, the retention of assets for such purpose, and the determination of the adequacy of provisions made for the payment of the liabilities of the corporation; (6) The appointment and removal of a receiver who may be a director, officer, shareholder, or other person; however, some official or substantial stockholder shall be preferred in appointing a receiver unless the court finds there are compelling reasons to the contrary; (7) The return, where lawful, of subscription payments to subscribers for shares and the making of distributions, in cash or in kind or partly each, to the shareholders; (8) The disposition or destruction of records, documents, and papers of the corporation; (9) The issuance of injunctions against unauthorized or unlawful acts on the part of the corporation or its officials, restraining creditors from proceeding against the corporation in any other court, or issuing orders and injunctions for any other purpose which tends to safeguard the rights of the corporation, its shareholders, creditors, or claimants; (10) Ordering and supervising the public or private sale of any or all assets of the corporation on terms approved by the court, which sale may be made by the corporation under the court's direction or by a receiver or commissioner appointed by the court; (11) Extending the time, where equitable, for creditors and claimants to file their claims with the court and barring all creditors who have not filed their claims in a timely manner from participating in the distribution of the assets of the corporation. (b) (1) Orders under this section may be entered ex parte, except that the court may require notice to be given to the corporation and also to be given to other interested parties in such manner as the court may deem proper of any hearings and of the entry of any orders. (2) All orders made by the court under this section shall be binding upon the Attorney General, the corporation, its officers, directors, shareholders, subscribers for shares, incorporators, creditors, and claimants but shall not be binding upon any party who has not received notice of the hearing if the court had directed that notice be given to such party. (c) If the circuit court acquires jurisdiction to supervise the liquidation of a corporation, its jurisdiction will be exclusive. (d) The venue of a proceeding under this section will be the county in which the corporation maintained on the date of dissolution its principal place of business or, if it had no such principal place of business, in the county wherein its registered office is located; otherwise the venue shall be Pulaski County.

Legislative History

Acts 1965, No. 576, § 88; A.S.A. 1947, § 64-906.