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

New York § 1008

• Jurisdiction: New York
• Law NPC: Not-for-Profit 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\noffice of the corporation was located at the date of its dissolution, in\na special 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, member, subscriber\nfor capital certificates, incorporator or the attorney general, may\nsuspend or annul the dissolution or continue the liquidation of the\ncorporation under the supervision of the court and may make all such\norders as it may deem proper in all matters in connection with the\ndissolution or the winding up of the affairs of the corporation, and in\nparticular, and without limiting the generality of the foregoing, in\nrespect of the following:\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,\nif it 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 of 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 members.\n (5) The determination and enforcement of the liability of any\ndirector, officer, member or subscriber for capital certificates, to the\ncorporation or for the liabilities of the corporation.\n (6) The presentation and filing of intermediate and final accounts of\nthe directors, the hearing thereon, the allowance or disallowance\nthereof, and the discharge of the directors, or any of them, from their\nliabilities.\n (7) The administration of any trust, or the disposition of any\nproperty held in trust by or for the corporation.\n (8) The adequacy of a plan of distribution.\n (9) 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 (10) The disposition or destruction of records, documents and papers\nof the corporation.\n (11) The appointment and removal of a receiver under article 12\n(Receivership) who may be a director, officer or member of the\ncorporation.\n (12) The issuance of injunctions for one or more of the purposes and\nas provided in section 1113 (Injunction).\n (13) The return of subscription payments to subscribers for capital\ncertificates, and the making of distributions, in cash or in kind or\npartly in each, to the members.\n (14) The payment to the state comptroller, as abandoned property, of\nassets under paragraph (d) of section 1002-a (Carrying out the plan of\ndissolution and distribution of assets).\n (15) Where assets were received and held by the corporation either for\na charitable purpose or legally required to be used for a particular\npurpose, the distribution of such assets to one or more domestic or\nforeign corporations or other organizations engaged in activities\nsubstantially similar to those of the dissolved corporation, on notice\nto the attorney general and to such other persons, and in such manner,\nas the court may deem proper.\n (b) No order annulling a dissolution shall be made under this section\nif the name of the corporation whose dissolution is to be annulled is no\nlonger available for use by such corporation, unless such corporation\nsubmits with its petition for the annulment of the dissolution a\ncertificate of reservation of another available name.\n (c) 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 other persons interested,\nand in such manner, as the court may deem proper, of any hearings and of\nthe entry of any orders on such matters as the court shall deem proper.\nAll orders made by the court under this section shall be binding upon\nthe attorney-general, the corporation, its directors, officers, members,\nsubscribers for capital certificates, incorporators, creditors and\nclaimants.\n