§ 7-6-61. Procedure in liquidation of corporation by court.
(a) In proceedings to liquidate the assets and affairs of a corporation the court shall
have the power to issue injunctions, to appoint a receiver or receivers pendente lite,
with such powers and duties as the court directs, and to take such other proceedings
as may be requisite to preserve the corporate assets wherever situated, and carry
on the affairs of the corporation until a full hearing can be had.
(b) After a hearing upon any notice that the court directs to be given to all parties
to the proceedings and to any other parties in interest designated by the court, the
court may appoint a liquidating receiver or receivers with authority to collect the
assets of the corporation. The liquidating receiver or receivers have authority, subject
to court order, to sell, convey, and dispose of all or any part of the assets of the
corporation wherever situated, either at public or private sale. The order appointing
the liquidating receiver or receivers shall state their powers and duties. The powers
and duties may be increased or diminished at any time during the proceedings.
(c) The assets of the corporation or the proceeds resulting from a sale, conveyance, or
other disposition of the assets shall be applied and distributed as follows:
(1) All costs and expenses of the court proceedings and all liabilities and obligations
of the corporation shall be paid, satisfied, and discharged, or adequate provision
shall be made for that;
(2) Assets held by the corporation upon condition requiring return, transfer, or conveyance,
which condition occurs because of the dissolution or liquidation, shall be returned,
transferred, or conveyed in accordance with the requirements;
(3) Assets received and held by the corporation subject to limitations permitting their
use only for charitable, religious, eleemosynary, benevolent, educational, or similar
purposes, but not held upon a condition requiring return, transfer, or conveyance
by reason of the dissolution or liquidation, shall be transferred or conveyed to one
or more domestic or foreign corporations, societies, or organizations engaged in activities
substantially similar to those of the dissolving or liquidating corporation as the
court directs;
(4) Any other assets shall be distributed in accordance with the provisions of the articles
of incorporation or the bylaws to the extent that the articles of incorporation or
bylaws determine the distributive right of members, or any class or classes of members,
or provide for distribution to others;
(5) Any remaining assets may be distributed to such persons, societies, organizations,
or domestic or foreign corporations, whether for profit or not for profit, specified
in the plan of distribution adopted as provided in this chapter, or where no plan
of distribution has been adopted, as the court may direct.
(d) The court has power to allow as expenses of the liquidation, compensation to the receiver
or receivers and to attorneys in the proceeding, and to direct the payment of the
compensation out of the assets of the corporation or the proceeds of any sale or disposition
of the assets.
(e) A receiver of a corporation appointed under the provisions of this section has authority
to sue and defend in all courts in his or her own name as receiver of the corporation.
The court appointing the receiver has exclusive jurisdiction of the corporation and
its property, wherever situated.