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New York Consolidated Laws, Business Corporation Law - BSC § 1008. Jurisdiction of supreme court to supervise dissolution and liquidation

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(a) At any time after the filing of a certificate of dissolution under this article the supreme court in the judicial district where the office of the corporation was located at the date of its dissolution, in a special proceeding instituted under this section, upon the petition of the corporation, or, in a situation approved by the court, upon the petition of a creditor, claimant, director, officer, shareholder, subscriber for shares, incorporator or the attorney-general, may suspend or annul the dissolution or continue the liquidation of the corporation under the supervision of the court and may make all such orders as it may deem proper in all matters in connection with the dissolution or the winding up of the affairs of the corporation, and in particular, and without limitation of the generality thereof, in respect of the following:

(1) The determination of the validity of the authorization of the dissolution of the corporation and of the execution and delivery of the certificate of dissolution under this article.

(2) The adequacy of the notice given to creditors and claimants and if it is determined to have been inadequate, the requirement of such further notice as the court may deem proper.

(3) The determination of the validity and amount or invalidity of any claims which have been presented to the corporation.

(4) The barring of all creditors and claimants who have not timely filed claims as provided in any such notice, or whose claims have been disallowed by the court, as against the corporation, its assets, directors, officers and shareholders.

(5) The determination and enforcement of the liability of any director, officer, shareholder or subscriber for shares, to the corporation or for the liabilities of the corporation.

(6) The payment, satisfaction or compromise of claims against the corporation, the retention of assets for such purpose, and the determination of the adequacy of provisions made for payment of the liabilities of the corporation.

(7) The disposition or destruction of records, documents and papers of the corporation.

(8) The appointment and removal of a receiver under article 12 (Receivership) who may be a director, officer or shareholder of the corporation.

(9) The issuance of injunctions for one or more of the purposes and as provided in section 1115 (Injunction).

(10) The return of subscription payments to subscribers for shares, and the making of distributions, in cash or in kind or partly each, to the shareholders.

(11) The payment to the state comptroller, as abandoned property, of assets under paragraph (c) of section 1005 (Procedure after dissolution).

(b) Orders under this section may be entered ex parte, except that if such special proceeding was not instituted upon petition of the corporation, notice shall be given to the corporation in such manner as the court may direct.  Notice shall be given to such other persons interested, and in such manner, as the court may deem proper, of any hearings and of the entry of any orders on such matters as the court shall deem proper.  All orders made by the court under this section shall be binding upon the attorney-general, the corporation, its officers, directors, shareholders, subscribers for shares, incorporators, creditors and claimants.

(c)(1) Simultaneously with the institution of such special proceeding for annulment of the dissolution, the petitioner shall apply to the department of state to reserve the corporation name to the corporation.  If such name shall not be available for use, the petitioner forthwith upon being notified thereof shall apply to such department for the reservation of another and available name and any judgment or order of annulment made in such proceeding shall order and direct the petitioner to execute a certificate of change of the corporate name to such other name.

(2) The clerk of the court, or such other person as the court may direct, shall transmit a certified copy of the judgment or order of annulment of the dissolution, together with the certificate of change of corporate name in the appropriate case, to the department of state, and a certified copy of such judgment or order to the clerk of the county in which the office of the corporation was located on the date of the dissolution.  Upon filing by the department of state, the annulment of dissolution shall be effected.

Cite this article: FindLaw.com - New York Consolidated Laws, Business Corporation Law - BSC § 1008. Jurisdiction of supreme court to supervise dissolution and liquidation - last updated January 01, 2021 | https://codes.findlaw.com/ny/business-corporation-law/bsc-sect-1008.html


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