2006 New York Code - 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,  shareholder,
  subscriber for shares, 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  limitation  of  the  generality  thereof,  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 or 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 shareholders.
    (5) The   determination  and  enforcement  of  the  liability  of  any
  director,  officer,  shareholder  or  subscriber  for  shares,  to   the
  corporation or for the liabilities of the corporation.
    (6) 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.
    (7) The disposition or destruction of records, documents and papers of
  the corporation.
    (8) The appointment  and  removal  of  a  receiver  under  article  12
  (Receivership)  who  may  be  a  director, officer or shareholder of the
  corporation.
    (9) The issuance of injunctions for one or more of the purposes and as
  provided in section 1115 (Injunction).
    (10) The return of subscription payments to  subscribers  for  shares,
  and  the  making of distributions, in cash or in kind or partly each, to
  the shareholders.
    (11) The payment to the state comptroller, as abandoned  property,  of
  assets   under   paragraph   (c)   of   section  1005  (Procedure  after
  dissolution).
    (b) 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 such 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  officers,
  directors,   shareholders,   subscribers   for   shares,  incorporators,
  creditors and claimants.
    (c) (1) Simultaneously with the institution of such special proceeding
  for annulment of the dissolution, the  petitioner  shall  apply  to  the
  department  of state to reserve the corporation name to the corporation.
  If such name shall not be available for use,  the  petitioner  forthwith
  upon  being  notified  thereof  shall  apply  to such department for the
  reservation of another and available name and any judgment or  order  of
  annulment  made in such proceeding shall order and direct the petitioner
  to execute a certificate of change of the corporate name to  such  other
  name.
    (2) The  clerk  of  the  court,  or such other person as the court may
  direct, shall transmit a certified copy of  the  judgment  or  order  of
  annulment of the dissolution, together with the certificate of change of
  corporate  name in the appropriate case, to the department of state, and
  a certified copy of such judgment or order to the clerk of the county in
  which the office of the corporation was  located  on  the  date  of  the
  dissolution.  Upon  filing  by the department of state, the annulment of
  dissolution shall be effected.