N.Y. Not-for-Profit 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, member, subscriber

for capital certificates, 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 limiting the generality of the foregoing, 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 of 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 members.

(5) The determination and enforcement of the liability of any

director, officer, member or subscriber for capital certificates, to the

corporation or for the liabilities of the corporation.

(6) The presentation and filing of intermediate and final accounts of

the directors, the hearing thereon, the allowance or disallowance

thereof, and the discharge of the directors, or any of them, from their

liabilities.

(7) The administration of any trust, or the disposition of any

property held in trust by or for the corporation.

(8) The adequacy of a plan of distribution.

(9) 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.

(10) The disposition or destruction of records, documents and papers

of the corporation.

(11) The appointment and removal of a receiver under article 12

(Receivership) who may be a director, officer or member of the

corporation.

(12) The issuance of injunctions for one or more of the purposes and

as provided in section 1113 (Injunction).

(13) The return of subscription payments to subscribers for capital

certificates, and the making of distributions, in cash or in kind or

partly in each, to the members.

(14) The payment to the state comptroller, as abandoned property, of

assets under paragraph (d) of section 1002-a (Carrying out the plan of

dissolution and distribution of assets).

(15) Where assets were received and held by the corporation either for

a charitable purpose or legally required to be used for a particular

purpose, the distribution of such assets to one or more domestic or

foreign corporations or other organizations engaged in activities

substantially similar to those of the dissolved corporation, on notice

to the attorney general and to such other persons, and in such manner,

as the court may deem proper.

(b) No order annulling a dissolution shall be made under this section

if the name of the corporation whose dissolution is to be annulled is no

longer available for use by such corporation, unless such corporation

submits with its petition for the annulment of the dissolution a

certificate of reservation of another available name.

(c) 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 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 directors, officers, members,

subscribers for capital certificates, incorporators, creditors and

claimants.