§ 1006 — Corporate action and survival of remedies after dissolution

New York § 1006

• Jurisdiction: New York
• Law BSC: Business Corporation
• Art. 10: Non-judicial Dissolution

Text

§ 1006. Corporate action and survival of remedies after dissolution.\n (a) A dissolved corporation, its directors, officers and shareholders\nmay continue to function for the purpose of winding up the affairs of\nthe corporation in the same manner as if the dissolution had not taken\nplace, except as otherwise provided in this chapter or by court order.\nIn particular, and without limiting the generality of the foregoing:\n (1) The directors of a dissolved corporation shall not be deemed to be\ntrustees of its assets; title to such assets shall not vest in them, but\nshall remain in the corporation until transferred by it in its corporate\nname.\n (2) Dissolution shall not change quorum or voting requirements for the\nboard or shareholders, or provisions regarding election, appointment,\nresignation or removal of, or filling vacancies among, directors or\nofficers, or provisions regarding amendment or repeal of by-laws or\nadoption of new by-laws.\n (3) Shares may be transferred and determinations of shareholders for\nany purpose may be made without closing the record of shareholders until\nsuch time, if any, as such record may be closed, and either the board or\nthe shareholders may close it.\n (4) The corporation may sue or be sued in all courts and participate\nin actions and proceedings, whether judicial, administrative,\narbitrative or otherwise, in its corporate name, and process may be\nserved by or upon it.\n (b) The dissolution of a corporation shall not affect any remedy\navailable to or against such corporation, its directors, officers or\nshareholders for any right or claim existing or any liability incurred\nbefore such dissolution, except as provided in sections 1007 (Notice to\ncreditors; filing or barring claims) or 1008 (Jurisdiction of supreme\ncourt to supervise dissolution and liquidation).\n