N.Y. Business Corporation Law § 1111: Judgment or final order of dissolution

§ 1111. Judgment or final order of dissolution.

(a) In an action or special proceeding under this article if, in the

court's discretion, it shall appear that the corporation should be

dissolved, it shall make a judgment or final order dissolving the

corporation.

(b) In making its decision, the court shall take into consideration

the following criteria:

(1) In an action brought by the attorney-general, the interest of the

public is of paramount importance.

(2) In a special proceeding brought by directors or shareholders, the

benefit to the shareholders of a dissolution is of paramount importance.

(3) In a special proceeding brought under section 1104 (Petition in

case of deadlock among directors or shareholders) or section 1104-a

(Petition for judicial dissolution under special circumstances)

dissolution is not to be denied merely because it is found that the

corporate business has been or could be conducted at a profit.

(c) If the judgment or final order shall provide for a dissolution of

the corporation, the court may, in its discretion, provide therein for

the distribution of the property of the corporation to those entitled

thereto according to their respective rights.

(d) The clerk of the court or such other person as the court may

direct shall transmit certified copies of the judgment or final order of

dissolution to the department of state and to the clerk of the county in

which the office of the corporation was located at the date of the

judgment or order. Upon filing by the department of state, the

corporation shall be dissolved.

(e) The corporation shall promptly thereafter transmit a certified

copy of the judgment or final order to the clerk of each other county in

which its certificate of incorporation was filed.