N.Y. SCP Law § 2108 — New York Code / Act SCP / Article 21 / Section 2108
Proceeding by fiduciary for continuation of a business A fiduciary may petition for the continuation of a business other than a professio...
Status: in_force

§ 2108. Proceeding by fiduciary for continuation of a business\n  A fiduciary may petition for the continuation of a business other than\na profession, of which decedent or the person whose estate is being\nadministered was sole owner and it is desired to continue it for the\nbest interests of the estate; provided, however, that a fiduciary may\npetition for the continuation of a deceased dentist's practice for a\nperiod not to exceed eight months, if such practice is continued by a\nperson licensed to practice dentistry in this state. In such proceeding:\n  1.  If the petition be entertained the court may make an intermediate\norder without notice authorizing continuance of the business pending the\nreturn of process and final decree.\n  2.  Any respondent may serve and file an answer within 8 days after\nthe return of process or such further time as the court directs.  After\ninquiring into the facts and hearing the parties, if the court is\nsatisfied the best interests of the estate require the continuation of\nthe business, it may make a decree accordingly.\n  3.  The decree may provide such restrictions, conditions or\nrequirements and such incidental relief, including a direction or\npermission for incorporation of the business, as the court may order.\n  4.  Whenever a fiduciary shall be authorized under this section to\ncontinue a business in other than corporate form the decree shall\nprovide for the extent of the liability of the assets of the business\nand the assets of the estate apart from the assets of the business for\ndebts and other liabilities arising out of its continuance.  The court\nmay make such directions in this regard as it deems advisable in the\ncircumstances.  The decree shall further provide for the period of time\nfor continuance.\n  5.  If under a decree granted under this section a fiduciary shall\ncontinue and carry on a business other than in corporate form he shall\nfile a certificate of doing business under an assumed name pursuant to\nthe provisions of section one hundred thirty of the general business\nlaw.  The certificate shall include in addition to the other matters\nrequired by that section a statement showing the fiduciary capacity in\nwhich he is conducting and carrying on the business and the extent to\nwhich the debts and other liabilities incurred in the continuance are to\nbe chargeable to the assets of the estate as provided in the decree.\nThe fiduciary shall be relieved of personal liability if acting within\nthe authority granted and having filed the certificate above provided,\nbut shall be liable only in a fiduciary capacity.  Any person having a\nclaim, demand or cause of action arising out of or in connection with\nthe conduct of the business after the filing of the certificate above\nprovided shall thereafter be limited in the payment or satisfaction of\nsuch claim, demand or cause of action to such assets as are made\navailable for the payment or satisfaction of debts and liabilities in\nthe decree, provided, however, that nothing herein contained shall\nrelieve the fiduciary from personal liability for the consequences of\nhis own wrongful act or negligence in the continuance of the business\nand provided further that nothing herein contained shall render\nineffectual any provision in a will or other instrument directing or\npermitting the continuance of a business.\n  6.  Unless otherwise provided in the decree all funds collected and\nreceived in continuing and carrying on the business of a decedent shall\nat all times be kept separate and apart from the funds in the hands of\nthe fiduciary forming part of the general assets of the estate as a\nwhole.\n  7.  Notwithstanding the foregoing provisions, any creditor or person\ninterested may at any time apply to the court for an order requiring the\nfiduciary to discontinue and wind up the business and the court may\nthereupon make such order as to it appears for the best interests of the\nestate, the creditors and all persons interested.\n