§ 12:1-1432 — Appointment of receiver or liquidator

§1-1432. Appointment of receiver or liquidator
A. Unless an election to purchase has been filed under R.S. 12:1-1434, a court in a
judicial proceeding brought to dissolve a corporation or to continue a dissolution under court
supervision may appoint one or more liquidators to wind up and liquidate, or one or more
receivers to manage, the business and affairs of the corporation. The court shall hold a
hearing, after notifying all parties to the proceeding and any interested persons designated
by the court, before appointing a receiver or liquidator. The court appointing a receiver or
liquidator has jurisdiction over the corporation and all of its property wherever located.
B. The court may appoint an individual or a domestic or foreign corporation,
authorized to transact business in this state, as a receiver or liquidator. The court may require
the receiver or liquidator to post bond, with or without sureties, in an amount the court
directs.
C. The court shall describe the powers and duties of the receiver or liquidator in its
appointing order, which may be amended from time to time and may require the receiver or
liquidator to file interim and final reports with the court as the court considers appropriate.
Except as limited by the court, the following powers may be exercised:
(1) The liquidator may exercise all of the powers of the corporation, through or in
place of its board of directors, to the extent necessary to wind up the business and affairs of
the corporation as contemplated by R.S. 12:1-1405.
(2) The receiver may exercise all of the powers of the corporation, through or in
place of its board of directors, to the extent necessary to manage the affairs of the corporation
in the best interests of its shareholders and creditors.
D. The court may redesignate the receiver a liquidator, and may redesignate the
liquidator a receiver, if doing so is in the best interests of the corporation, its shareholders,
and creditors.
E. The court from time to time may order compensation paid and expenses paid or
reimbursed to the receiver or liquidator from the assets of the corporation or proceeds from
the sale of the assets.
F. If a court appoints a receiver or liquidator under this Section, then during the
period of the appointment the receiver or liquidator assumes the responsibility and authority
of the board of directors, except to the extent the appointing order provides otherwise, and
the board of directors is relieved of that responsibility and authority. The receiver or
liquidator is liable for a breach of duty as receiver or liquidator to the same extent that a
director holding the same authority and responsibility would be liable.

Legislative History

Acts 2014, No. 328, §1, eff. Jan. 1, 2015; Acts 2016, No. 442, §1.