§ 1111 — Judgment or final order of dissolution

New York § 1111

• Jurisdiction: New York
• Law BSC: Business Corporation
• Art. 11: Judicial Dissolution

Text

§ 1111. Judgment or final order of dissolution.\n (a) In an action or special proceeding under this article if, in the\ncourt's discretion, it shall appear that the corporation should be\ndissolved, it shall make a judgment or final order dissolving the\ncorporation.\n (b) In making its decision, the court shall take into consideration\nthe following criteria:\n (1) In an action brought by the attorney-general, the interest of the\npublic is of paramount importance.\n (2) In a special proceeding brought by directors or shareholders, the\nbenefit to the shareholders of a dissolution is of paramount importance.\n (3) In a special proceeding brought under section 1104 (Petition in\ncase of deadlock among directors or shareholders) or section 1104-a\n(Petition for judicial dissolution under special circumstances)\ndissolution is not to be denied merely because it is found that the\ncorporate business has been or could be conducted at a profit.\n (c) If the judgment or final order shall provide for a dissolution of\nthe corporation, the court may, in its discretion, provide therein for\nthe distribution of the property of the corporation to those entitled\nthereto according to their respective rights.\n (d) The clerk of the court or such other person as the court may\ndirect shall transmit certified copies of the judgment or final order of\ndissolution to the department of state and to the clerk of the county in\nwhich the office of the corporation was located at the date of the\njudgment or order. Upon filing by the department of state, the\ncorporation shall be dissolved.\n (e) The corporation shall promptly thereafter transmit a certified\ncopy of the judgment or final order to the clerk of each other county in\nwhich its certificate of incorporation was filed.\n