N.Y. Not-for-Profit Corporation Law § 1007: Notice to creditors by corporations intending to dissolve; filing or barring claims

§ 1007. Notice to creditors by corporations intending to dissolve;

filing or barring claims.

(a) At any time after the plan of dissolution and distribution of

assets shall have been (1) authorized as provided in section 1002 of

this article (Authorization of plan), (2) approved by any governmental

body or officer whose approval is required pursuant to paragraph (c) of

section 1002 of this article, and (3) approved by either by the attorney

general or a justice of the supreme court pursuant to paragraph (d) of

section 1002 of this article, and prior to filing the certificate of

dissolution, the corporation may give a notice requiring all creditors

and claimants, including any with unliquidated or contingent claims and

any with whom the corporation has unfulfilled contracts, to present

their claims in writing and in detail at a specified place and by a

specified day, which shall not be less than six months after the first

publication of such notice. Such notice shall be published at least once

a week for two successive weeks in a newspaper of general circulation in

the county in which the office of the corporation was located at the

date of authorization of its plan of dissolution and distribution of

assets as provided in section 1002 of this article (Authorization of

plan). On or before the date of the first publication of such notice,

the corporation shall mail a copy thereof, postage prepaid, to each

person believed to be a creditor of or claimant against the corporation

whose current name and address are known to or can with due diligence be

ascertained by the corporation. The giving of such notice shall not

constitute a recognition that any person is a proper creditor or

claimant, and shall not revive or make valid, or operate as a

recognition of the validity of, or a waiver of any defense or

counterclaim in respect of any claim against the corporation, its

assets, directors, officers or members, which has been barred by any

statute of limitations or become invalid by any cause, or in respect of

which the corporation, its directors, officers or members, has any

defense or counterclaim.

(b) Any claims which shall have been filed as provided in such notice

and which shall be disputed by the corporation may be submitted for

determination to the supreme court under section 1008 (Jurisdiction of

supreme court to supervise dissolution and liquidation) or pursuant to

article 11 (Judicial dissolution). A claim filed by the trustee or

paying agent for the holders of bonds or coupons shall have the same

effect as if filed by the holder of any such bonds or coupons. Any

person whose claim is, at the date of the first publication of such

notice, barred by any statute of limitations is not a creditor or

claimant entitled to any notice under this section or such section 1008.

The claim of any such person and all other claims which are not timely

filed as provided in such notice except claims which are the subject of

litigation on the date of the first publication of such notice and all

claims which are so filed but are disallowed by the court under such

section 1008, shall be forever barred as against the corporation, its

assets, directors, officers and members, except to such extent, if any,

as the court may allow them against any remaining assets of the

corporation in the case of a creditor who shows satisfactory reason for

failure to file a claim as so provided. If the court requires a further

notice under such section 1008, any reference to a notice in this

section shall, to the extent that the court so orders, mean such further

notice, except that a claim which has been filed in accordance with a

notice under this section need not be refiled under such further notice.

(c) Notwithstanding this section and section 1008 (Jurisdiction of

supreme court to supervise dissolution and liquidation), tax claims and

other claims of this state, of the United States and of the department

of finance of the city of New York shall not be required to be filed

under those sections, and such claims shall not be barred because not so

filed, and distribution of the assets of the corporation, or any part

thereof, may be deferred until determination of any such claims.

(d) Laborer's wages shall be preferred claims and entitled to payment

before any other creditors out of the assets of the corporation in

excess of valid prior liens or encumbrances.