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273.333 Procedure in liquidation of corporation by court.
(1)
(2)
(3)
In a proceeding to liquidate the assets and affairs of a corporation, the court
shall have the power to issue injunctions, to appoint a receiver or receivers
pendente lite with such powers and duties as the court from time to time may
direct, and to take such other proceedings as may be requisite to preserve the
corporate assets wherever situated, and to carry on the affairs of the
corporation until a full hearing can be had.
After a hearing had upon such notice as the court may direct to be given to all
parties to the proceedings and to any other parties in interest designated by the
court, the court may appoint a liquidating receiver or receivers with authority to
collect the assets of the corporation and, as appropriate, to enter into
agreements with creditors for the satisfaction of the corporation's liabilities.
Such liquidating receiver or receivers shall have authority, subject to the order
of the court, to sell, convey and dispose of all or any part of the assets of the
corporation wherever situated, either at public or private sale. The order
appointing such liquidating receiver or receivers shall state their powers and
duties. Such powers and duties may be increased or diminished at any time
during the proceedings.
The assets of the corporation or the proceeds resulting from a sale,
conveyance, or other disposition thereof shall be applied and distributed as
follows:
(a) All costs and expenses of the court proceedings and all liabilities and
obligations of the corporation shall be paid, satisfied and discharged, or
adequate provisions shall be made therefor;
(b) Assets held by the corporation upon condition requiring return, transfer or
conveyance, which condition occurs by reason of the dissolution or
liquidation, shall be returned, transferred or conveyed in accordance with
such requirements;
(c) Assets received and held by the corporation subject to limitations
permitting their use only for charitable, religious, eleemosynary,
benevolent, educational or similar purposes, but not held upon a condition
requiring return, transfer or conveyance by reason of the dissolution or
liquidation, shall be transferred or conveyed to one (1) or more domestic
or foreign corporations, societies or organizations engaged in activities
substantially similar to those of the dissolving or liquidating corporation as
the court may direct;
(d) Other assets, if any, shall be distributed in accordance with the provisions
of the articles of incorporation or by the bylaws to the extent that the
articles of incorporation or bylaws determine the distributive right of
members, or any class or classes of members, or provide for distribution
to others;
(e) Any remaining assets may be distributed to such persons, societies,
organizations or domestic or foreign corporations, whether for profit or not
for profit, specified in the plan of distribution adopted as provided in KRS
273.161 to 273.390, or where no plan of distribution has been adopted, as
the court may direct.
(4)
(5)
The court shall have power to allow, from time to time, as expenses of the
liquidation, compensation to the receiver or receivers and to attorneys in the
proceeding, and to direct the payment thereof out of the assets of the
corporation or the proceeds of any sale or disposition of such assets.
A receiver of a corporation appointed under the provisions of this section shall
have authority to sue and defend in all courts in his own name as receiver of
such corporation. The court appointing such receiver shall have exclusive
jurisdiction of the corporation and its property, wherever situated.
Effective:July 12, 2012
History: Amended 2012 Ky. Acts ch. 81, sec. 102, effective July 12, 2012. -Created 1968 Ky. Acts ch. 165, sec. 54.
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