KRS 273.333: Procedure in liquidation of corporation by court.

(1) In a proceeding 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 from time to time may direct, and to take

such other proceedings as may be requisite to preserve the corporate assets

wherever situated, and to carry on the affairs of the corporation until a full hearing

can be had.

(2) After a hearing had upon such notice as the court may direct to be given to al l

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 and, as appropriate, to enter into agreements

with creditors for the satisfaction of the corporation's liabilities. Such liquidating

receiver or receivers shall have authority, subject to the order of the court, 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 such liquidating

receiver or receivers shall state their powers and duties. Such powers and duties

may be increased or diminished at any time during the proceedings.

(3) The assets of the corporati on or the proceeds resulting from a sale, conveyance, or

other disposition thereof shall be applied and distributed as follows:

(a) All costs and expenses of the court proceedings and all liabilities and

obligations of the corporation shall be paid, satisf ied and discharged, or

adequate provisions shall be made therefor;

(b) Assets held by the corporation upon condition requiring return, transfer or

conveyance, which condition occurs by reason of the dissolution or

liquidation, shall be returned, transferred or conveyed in accordance with such

requirements;

(c) 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 c ondition requiring return, transfer or

conveyance by reason of the dissolution or liquidation, shall be transferred or

conveyed to one (1) or more domestic or foreign corporations, societies or

organizations engaged in activities substantially similar to t hose of the

dissolving or liquidating corporation as the court may direct;

(d) Other assets, if any, shall be distributed in accordance with the provisions of

the articles of incorporation or by 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;

(e) 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 KRS

273.161 to 273.390, or where no plan of distribution has been adopted, as the

court may direct.

(4) The court shall have power to allow, from time to time, a s expenses of the

liquidation, compensation to the receiver or receivers and to attorneys in the

proceeding, and to direct the payment thereof out of the assets of the corporation or

the proceeds of any sale or disposition of such assets.

(5) A receiver of a corporation appointed under the provisions of this section shall have

authority to sue and defend in all courts in his own name as receiver of such

corporation. The court appointing such receiver shall have exclusive jurisdiction of

the corporation and its property, wherever situated.