US Laws, Codes, Statutes & Cases

 
  § 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 for a
  purpose specified as Type B in paragraph (b) of section 201  (Purposes),
  or  were  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.