§ 1008 — Jurisdiction of supreme court to supervise dissolution and liquidation

New York § 1008

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

Text

§ 1008. Jurisdiction of supreme court to supervise dissolution and\n liquidation.\n (a) At any time after the filing of a certificate of dissolution under\nthis article the supreme court in the judicial district where the office\nof the corporation was located at the date of its dissolution, in a\nspecial proceeding instituted under this section, upon the petition of\nthe corporation, or, in a situation approved by the court, upon the\npetition of a creditor, claimant, director, officer, shareholder,\nsubscriber for shares, incorporator or the attorney-general, may suspend\nor annul the dissolution or continue the liquidation of the corporation\nunder the supervision of the court and may make all such orders as it\nmay deem proper in all matters in connection with the dissolution or the\nwinding up of the affairs of the corporation, and in particular, and\nwithout limitation of the generality thereof, in respect of the\nfollowing:\n (1) The determination of the validity of the authorization of the\ndissolution of the corporation and of the execution and delivery of the\ncertificate of dissolution under this article.\n (2) The adequacy of the notice given to creditors and claimants and if\nit is determined to have been inadequate, the requirement of such\nfurther notice as the court may deem proper.\n (3) The determination of the validity and amount or invalidity of any\nclaims which have been presented to the corporation.\n (4) The barring of all creditors and claimants who have not timely\nfiled claims as provided in any such notice, or whose claims have been\ndisallowed by the court, as against the corporation, its assets,\ndirectors, officers and shareholders.\n (5) The determination and enforcement of the liability of any\ndirector, officer, shareholder or subscriber for shares, to the\ncorporation or for the liabilities of the corporation.\n (6) The payment, satisfaction or compromise of claims against the\ncorporation, the retention of assets for such purpose, and the\ndetermination of the adequacy of provisions made for payment of the\nliabilities of the corporation.\n (7) The disposition or destruction of records, documents and papers of\nthe corporation.\n (8) The appointment and removal of a receiver under article 12\n(Receivership) who may be a director, officer or shareholder of the\ncorporation.\n (9) The issuance of injunctions for one or more of the purposes and as\nprovided in section 1115 (Injunction).\n (10) The return of subscription payments to subscribers for shares,\nand the making of distributions, in cash or in kind or partly each, to\nthe shareholders.\n (11) The payment to the state comptroller, as abandoned property, of\nassets under paragraph (c) of section 1005 (Procedure after\ndissolution).\n (b) Orders under this section may be entered ex parte, except that if\nsuch special proceeding was not instituted upon petition of the\ncorporation, notice shall be given to the corporation in such manner as\nthe court may direct. Notice shall be given to such other persons\ninterested, and in such manner, as the court may deem proper, of any\nhearings and of the entry of any orders on such matters as the court\nshall deem proper. All orders made by the court under this section shall\nbe binding upon the attorney-general, the corporation, its officers,\ndirectors, shareholders, subscribers for shares, incorporators,\ncreditors and claimants.\n (c) (1) Simultaneously with the institution of such special proceeding\nfor annulment of the dissolution, the petitioner shall apply to the\ndepartment of state to reserve the corporation name to the corporation.\nIf such name shall not be available for use, the petitioner forthwith\nupon being notified thereof shall apply to such department for the\nreservation of another and available name and any judgment or order of\nannulment made in such proceeding shall order and direct the petitioner\nto execute a certificate of change of the corporate name to such other\nname.\n (2) The clerk of the court, or such other person as the court may\ndirect, shall transmit a certified copy of the judgment or order of\nannulment of the dissolution, together with the certificate of change of\ncorporate name in the appropriate case, to the department of state, and\na certified copy of such judgment or order to the clerk of the county in\nwhich the office of the corporation was located on the date of the\ndissolution. Upon filing by the department of state, the annulment of\ndissolution shall be effected.\n