N.Y. Business Corporation Law § 1008: Jurisdiction of supreme court to supervise dissolution and liquidation

§ 1008. Jurisdiction of supreme court to supervise dissolution and

liquidation.

(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.