reglab/housing_qa huggingface dataset:
NY Bus Corp L § 1005 (2021)
2021 New York Laws BSC - Business Corporation Article 10 - Non-Judicial Dissolution 1005 - Procedure After Dissolution.

§ 1005. Procedure after dissolution.  (a) After dissolution:  (1) The  corporation shall carry on no business except for the purpose of winding up its affairs.  (2) The corporation shall proceed to wind up its affairs,  with  power to  fulfill  or  discharge  its  contracts, collect its assets, sell its assets for cash  at  public  or  private  sale,  discharge  or  pay  its liabilities,  and  do  all  other  acts  appropriate  to  liquidate  its business.  (3) After paying or  adequately  providing  for  the  payment  of  its liabilities:  (A) The  corporation,  if authorized at a meeting of shareholders by a majority of the votes of all outstanding shares entitled to vote thereon may sell its remaining assets, or any part thereof, for shares, bonds or other securities or partly for cash and  partly  for  shares,  bonds  or other  securities,  and  distribute  the  same  among  the  shareholders according to their respective rights. In the case of a sale  under  this subparagraph  where  the consideration is in whole or in part other than cash, any shareholder, entitled to vote thereon, who does not  vote  for or  consent  in writing to such sale, shall, subject to and by complying with the provisions of section 623 (Procedure to  enforce  shareholder's right  to receive payment for shares), have the right to receive payment for his shares. Section 909 (Sale, lease, exchange or other  disposition of assets) is not applicable to a sale of assets under this paragraph.  (B) The  corporation,  whether  or  not  it  has  made  a  sale  under subparagraph (A), may distribute any remaining assets,  in  cash  or  in kind   or  partly  each,  among  its  shareholders  according  to  their respective rights.  (b) When there are no shareholders, upon dissolution all subscriptions for shares shall be cancelled and all obligations of the corporation  to issue  shares  or  of  the  subscribers to pay their subscriptions shall terminate, except for such payments as may be  required  to  enable  the corporation to pay its liabilities.  (c) Upon  the winding up of the affairs of the corporation, any assets distributable to a creditor or shareholder who is unknown or  cannot  be found,  or  who  is  under  disability  and  for  whom there is no legal representative, shall be paid to  the  state  comptroller  as  abandoned property  within  six  months from the date fixed for the payment of the final liquidating distribution, and be subject to the provisions of  the abandoned property law.
NY Bus Corp L § 1006 (2021)
2021 New York Laws BSC - Business Corporation Article 10 - Non-Judicial Dissolution 1006 - Corporate Action and Survival of Remedies After Dissolution.

§ 1006. Corporate action and survival of remedies after dissolution.  (a) A  dissolved corporation, its directors, officers and shareholders may continue to function for the purpose of winding up  the  affairs  of the  corporation  in the same manner as if the dissolution had not taken place, except as otherwise provided in this chapter or by  court  order. In particular, and without limiting the generality of the foregoing:  (1) The directors of a dissolved corporation shall not be deemed to be trustees of its assets; title to such assets shall not vest in them, but shall remain in the corporation until transferred by it in its corporate name.  (2) Dissolution shall not change quorum or voting requirements for the board  or  shareholders,  or provisions regarding election, appointment, resignation or removal of, or  filling  vacancies  among,  directors  or officers,  or  provisions  regarding  amendment  or repeal of by-laws or adoption of new by-laws.  (3) Shares may be transferred and determinations of  shareholders  for any purpose may be made without closing the record of shareholders until such time, if any, as such record may be closed, and either the board or the shareholders may close it.  (4) The  corporation  may sue or be sued in all courts and participate in  actions   and   proceedings,   whether   judicial,   administrative, arbitrative  or  otherwise,  in  its  corporate name, and process may be served by or upon it.  (b) The dissolution of a  corporation  shall  not  affect  any  remedy available  to  or  against  such corporation, its directors, officers or shareholders for any right or claim existing or any  liability  incurred before  such dissolution, except as provided in sections 1007 (Notice to creditors; filing or barring claims) or 1008  (Jurisdiction  of  supreme court to supervise dissolution and liquidation).
NY Bus Corp L § 1009 (2021)
2021 New York Laws BSC - Business Corporation Article 10 - Non-Judicial Dissolution 1009 - Applicability to Dissolution Under Other Provisions.

§ 1009. Applicability to dissolution under other provisions.The  provisions  of  sections 1005 (Procedure after dissolution), 1006   (Corporate action and survival  of  remedies  after  dissolution),  1007   (Notice  to  creditors; filing or barring claims) and 1008 (Jurisdiction   of supreme court to supervise dissolution and liquidation)  shall  apply   to  a  corporation  dissolved by expiration of its period of duration or   under section two hundred three-a of the tax law.
NY Bus Corp L § 1101 (2021)
2021 New York Laws BSC - Business Corporation Article 11 - Judicial Dissolution 1101 - Attorney-General's Action for Judicial Dissolution.

§ 1101. Attorney-general's action for judicial dissolution.  (a) The  attorney-general may bring an action for the dissolution of a corporation upon one or more of the following grounds:  (1) That the corporation procured  its  formation  through  fraudulent misrepresentation or concealment of a material fact.  (2) That  the corporation has exceeded the authority conferred upon it by law, or has violated any provision of law whereby  it  has  forfeited its  charter,  or  carried on, conducted or transacted its business in a persistently fraudulent or illegal manner, or by the abuse of its powers contrary to the public policy of the  state  has  become  liable  to  be dissolved.  (b) An  action  under  this  section is triable by jury as a matter of right.  (c) The enumeration in paragraph (a) of grounds for dissolution  shall not  exclude  actions  or special proceedings by the attorney-general or other state officials for the annulment or dissolution of a  corporation for  other causes as provided in this chapter or in any other statute of this state.
NY Bus Corp L § 1102 (2021)
2021 New York Laws BSC - Business Corporation Article 11 - Judicial Dissolution 1102 - Directors' Petition for Judicial Dissolution.

§ 1102. Directors' petition for judicial dissolution.If  a  majority  of  the board adopts a resolution that finds that the   assets of a corporation are not sufficient to discharge its  liabilities   or  that  a  dissolution  will be beneficial to the shareholders, it may   present a petition for its dissolution.
NY Bus Corp L § 1103 (2021)
2021 New York Laws BSC - Business Corporation Article 11 - Judicial Dissolution 1103 - Shareholders' Petition for Judicial Dissolution.

§ 1103. Shareholders' petition for judicial dissolution.  (a) If  the  shareholders  of a corporation adopt a resolution stating that they find that its assets  are  not  sufficient  to  discharge  its liabilities,  or  that  they  deem a dissolution to be beneficial to the shareholders, the shareholders or such of them  as  are  designated  for that  purpose  in  such  resolution  may  present  a  petition  for  its dissolution.  (b) A shareholders' meeting to  consider  such  a  resolution  may  be called,   notwithstanding   any   provision   in   the   certificate  of incorporation, by the holders of shares representing ten percent of  the votes  of  all  outstanding  shares  entitled to vote thereon, or if the certificate of incorporation authorizes a lesser proportion of votes  of shares  to call the meeting, by such lesser proportion.  A meeting under this paragraph may not be called more often than once in any  period  of twelve consecutive months.  (c) Such  a  resolution may be adopted at a meeting of shareholders by vote of a majority of the votes of all outstanding  shares  entitled  to vote  thereon  or if the certificate of incorporation requires a greater proportion of  votes  to  adopt  such  a  resolution,  by  such  greater proportion.
NY Bus Corp L § 1104 (2021)
2021 New York Laws BSC - Business Corporation Article 11 - Judicial Dissolution 1104 - Petition in Case of Deadlock Among Directors or Shareholders.

§ 1104. Petition in case of deadlock among directors or shareholders.  (a)   Except as otherwise provided in the certificate of incorporation under section 613 (Limitations on right to vote), the holders of  shares representing  one-half  of  the  votes  of  all  outstanding shares of a corporation entitled to vote in an election of directors may  present  a petition for dissolution on one or more of the following grounds:  (1) That the directors are so divided respecting the management of the corporation's  affairs  that  the votes required for action by the board cannot be obtained.  (2) That the shareholders are so divided that the votes  required  for the election of directors cannot be obtained.  (3)  That  there  is  internal  dissension and two or more factions of shareholders are so divided that dissolution would be beneficial to  the shareholders.  (b)  If  the certificate of incorporation provides that the proportion of votes required for action by the board, or the proportion of votes of shareholders required for election of directors, shall be  greater  than that  otherwise  required  by  this  chapter,  such  a  petition  may be presented by the holders of shares representing more than  one-third  of the  votes  of  all  outstanding shares entitled to vote on non-judicial dissolution under section 1001 (Authorization of dissolution).  (c) Notwithstanding any provision in the certificate of incorporation, any holder of shares entitled to vote at an election of directors  of  a corporation,  may  present  a petition for its dissolution on the ground that the shareholders are so divided that they have failed, for a period which includes at least two consecutive annual meeting dates,  to  elect successors  to  directors whose terms have expired or would have expired upon the election and qualification of their successors.
NY Bus Corp L § 1104-A (2021)
2021 New York Laws BSC - Business Corporation Article 11 - Judicial Dissolution 1104-A - Petition for Judicial Dissolution Under Special Circumstances.

§ 1104-a. Petition for judicial dissolution under special circumstances.  (a)  The  holders of shares representing twenty percent or more of the votes  of  all  outstanding  shares  of  a  corporation,  other  than  a corporation registered as an investment company under an act of congress entitled "Investment Company Act of 1940", no shares of which are listed on   a   national   securities   exchange  or  regularly  quoted  in  an over-the-counter market by one or more  members  of  a  national  or  an affiliated  securities  association,  entitled to vote in an election of directors may present a petition of dissolution on one or  more  of  the following grounds:  (1)  The  directors  or  those in control of the corporation have been guilty  of  illegal,  fraudulent  or  oppressive  actions   toward   the complaining shareholders;  (2)  The  property  or  assets  of  the  corporation are being looted, wasted,  or  diverted  for  non-corporate  purposes  by  its  directors, officers or those in control of the corporation.  (b)  The  court,  in  determining  whether to proceed with involuntary dissolution pursuant to this section, shall take into account:  (1) Whether liquidation of the corporation is the only feasible  means whereby the petitioners may reasonably expect to obtain a fair return on their investment; and  (2) Whether liquidation of the corporation is reasonably necessary for the  protection of the rights and interests of any substantial number of shareholders or of the petitioners.  (c) In addition to all other disclosure requirements, the directors or those in control of the corporation, no later than thirty days after the filing of a petition hereunder, shall make available for inspection  and copying  to  the  petitioners  under  reasonable  working conditions the corporate financial books and records for the three preceding years.  (d) The court may order stock valuations be adjusted and  may  provide for  a  surcharge  upon  the  directors  or  those  in  control  of  the corporation upon a finding of wilful or reckless dissipation or transfer of assets or corporate property without just  or  adequate  compensation therefor.
NY Bus Corp L § 1105 (2021)
2021 New York Laws BSC - Business Corporation Article 11 - Judicial Dissolution 1105 - Contents of Petition for Judicial Dissolution.

§ 1105. Contents of petition for judicial dissolution.A  petition  for  dissolution shall specify the section or sections of   this article under which it is authorized and state the reasons why  the   corporation  should be dissolved. It shall be verified by the petitioner   or by one of the petitioners.
NY Bus Corp L § 1106 (2021)
2021 New York Laws BSC - Business Corporation Article 11 - Judicial Dissolution 1106 - Order to Show Cause; Issuance; Publication, Service, Filing.

§ 1106. Order to show cause; issuance; publication, service, filing.  (a)  Upon the presentation of such a petition, the court shall make an order requiring the  corporation  and  all  persons  interested  in  the corporation  to  show cause before it, or before a referee designated in the order, at a time and place therein specified,  not  less  than  four weeks after the granting of the order, why the corporation should not be dissolved. In connection therewith, the court may order the corporation, its  officers and directors, to furnish the court with a schedule of all information, known or ascertainable with due diligence by  them,  deemed pertinent  by  the  court, including a statement of the corporate assets and liabilities, and the name and address of  each  shareholder  and  of each   creditor   and  claimant,  including  any  with  unliquidated  or contingent claims and any with  whom  the  corporation  has  unfulfilled contracts.  (b) A copy of the order to show cause shall be published as prescribed therein,  at  least  once  in  each  of  the three weeks before the time appointed for the hearing thereon, in one or more newspapers,  specified in  the  order, of general circulation in the county in which the office of the corporation is located at the date of the order.  (c) A copy of the order to show cause shall be served upon  the  state tax  commission  and  the  corporation and upon each person named in the petition, or in any  schedule  provided  for  in  paragraph  (a),  as  a shareholder, creditor or claimant, except upon a person whose address is stated  to  be  unknown, and cannot with due diligence be ascertained by the corporation. The service shall be made personally, at least ten days before the time appointed for the hearing, or by mailing a copy  of  the order,  postage  prepaid,  at  least  twenty  days  before  the  time so appointed, addressed to the person  to  be  served  at  his  last  known address.  (d) A copy of the order to show cause and the petition shall be filed, within ten days after the order is entered, with the clerk of the county where the office of the corporation is located at the date of the order. A copy of each schedule furnished to the court under this section shall, within ten days thereafter, be filed with such clerk.  (e) Publication, service and filing provided for in this section shall be  effected  by  the corporation or such other persons as the court may order.
NY Bus Corp L § 1107 (2021)
2021 New York Laws BSC - Business Corporation Article 11 - Judicial Dissolution 1107 - Amending Papers.

§ 1107. Amending papers.At  any  stage,  before  final  order,  the  court  may grant an order   amending the petition or any other paper filed in the action or  special   proceeding,  with  like effect as though originally filed as amended, or   otherwise as the court may direct.
NY Bus Corp L § 1108 (2021)
2021 New York Laws BSC - Business Corporation Article 11 - Judicial Dissolution 1108 - Referee.

§ 1108. Referee.If a referee was not designated in the order to show cause, the court,   in  its  discretion,  may  appoint  a referee when or after the order is   returnable. The court may at any time appoint a successor referee.
NY Bus Corp L § 1109 (2021)
2021 New York Laws BSC - Business Corporation Article 11 - Judicial Dissolution 1109 - Hearing and Decision.

§ 1109. Hearing and decision.At  the time and place specified in the order to show cause, or at any   other time and place to which the hearing is adjourned, the court or the   referee shall hear  the  allegations  and  proofs  of  the  parties  and   determine  the  facts.  The  decision  of the court or the report of the   referee shall be made and filed with the clerk of  the  court  with  all   convenient speed.
NY Bus Corp L § 1110 (2021)
2021 New York Laws BSC - Business Corporation Article 11 - Judicial Dissolution 1110 - Application for Final Order.

§ 1110. Application for final order.When  the hearing is before a referee, a motion for a final order must   be made to the court upon notice to each party to the action or  special   proceeding  who has appeared therein. The notice of motion may be served   as prescribed for the service of papers upon an attorney in an action in   such court. When the hearing is before the court, a motion for  a  final   order may be made at the hearing or at such time and upon such notice as   the court prescribes.
NY Bus Corp L § 1111 (2021)
2021 New York Laws BSC - Business Corporation Article 11 - Judicial Dissolution 1111 - Judgment or Final Order of Dissolution.

§ 1111. Judgment or final order of dissolution.  (a)  In  an action or special proceeding under this article if, in the court's discretion, it shall  appear  that  the  corporation  should  be dissolved,  it  shall  make  a  judgment  or  final order dissolving the corporation.  (b) In making its decision, the court shall  take  into  consideration the following criteria:  (1)  In an action brought by the attorney-general, the interest of the public is of paramount importance.  (2) In a special proceeding brought by directors or shareholders,  the benefit to the shareholders of a dissolution is of paramount importance.  (3)  In  a  special proceeding brought under section 1104 (Petition in case of deadlock among directors  or  shareholders)  or  section  1104-a (Petition   for   judicial   dissolution  under  special  circumstances) dissolution is not to be denied merely because  it  is  found  that  the corporate business has been or could be conducted at a profit.  (c)  If the judgment or final order shall provide for a dissolution of the corporation, the court may, in its discretion, provide  therein  for the  distribution  of  the property of the corporation to those entitled thereto according to their respective rights.  (d) The clerk of the court or such  other  person  as  the  court  may direct shall transmit certified copies of the judgment or final order of dissolution to the department of state and to the clerk of the county in which  the  office  of  the  corporation  was located at the date of the judgment  or  order.  Upon  filing  by  the  department  of  state,  the corporation shall be dissolved.  (e)  The  corporation  shall  promptly thereafter transmit a certified copy of the judgment or final order to the clerk of each other county in which its certificate of incorporation was filed.
NY Bus Corp L § 1112 (2021)
2021 New York Laws BSC - Business Corporation Article 11 - Judicial Dissolution 1112 - Venue.

§ 1112. Venue.An action or special proceeding under this article shall be brought in   the  supreme  court  in the judicial district in which the office of the   corporation is located at the time of the service on the corporation  of   a  summons  in  such  action  or of the presentation to the court of the   petition in such special proceeding.
NY Bus Corp L § 1113 (2021)
2021 New York Laws BSC - Business Corporation Article 11 - Judicial Dissolution 1113 - Preservation of Assets; Appointment of Receiver.

§ 1113. Preservation of assets; appointment of receiver.At  any  stage  of an action or special proceeding under this article,   the court may, in its discretion, make all such orders as  it  may  deem   proper  in  connection  with preserving the property and carrying on the   business of the corporation, including the appointment and removal of  a   receiver under article 12 (Receivership), who may be a director, officer   or shareholder of the corporation.
NY Bus Corp L § 1114 (2021)
2021 New York Laws BSC - Business Corporation Article 11 - Judicial Dissolution 1114 - Certain Sales, Transfers, Security Interests and Judgments Void.

§ 1114. Certain sales, transfers, security interests and judgments void.A  sale, mortgage, conveyance or other transfer of, or the creation of   a security interest in, any property  of  a  corporation  made,  without   prior  approval  of  the  court, after service upon the corporation of a   summons in an action, or  of  an  order  to  show  cause  in  a  special   proceeding,  under  this  article  in  payment  of or as security for an   existing or prior debt or for any other or for no  consideration,  or  a   judgment  thereafter  rendered  against the corporation by confession or   upon the acceptance of any offer, shall be void as against such  persons   and to such extent, if any, as the court shall determine.
NY Bus Corp L § 1115 (2021)
2021 New York Laws BSC - Business Corporation Article 11 - Judicial Dissolution 1115 - Injunction.

§ 1115. Injunction.  (a)  At  any  stage  of  an  action  or  special proceeding under this article,  the  court  may,  in  its  discretion,  grant  an  injunction, effective  during  the  pendency  of the action or special proceeding or such shorter period as it may specify in the injunction, for one or more of the following purposes:  (1) Restraining the corporation and its directors  and  officers  from transacting  any unauthorized business and from exercising any corporate powers, except by permission of the court.  (2) Restraining the corporation and its directors  and  officers  from collecting  or  receiving any debt or other property of the corporation, and from paying out or otherwise transferring or delivering any property of the corporation, except by permission of the court.  (3) Restraining the creditors of the corporation  from  beginning  any action  against  the  corporation,  or from taking any proceedings in an action theretofore commenced, except by permission of  the  court.  Such injunction  shall  have  the  same  effect  and  be  subject to the same provisions of law as if each creditor upon whom it is served  was  named therein.
NY Bus Corp L § 1116 (2021)
2021 New York Laws BSC - Business Corporation Article 11 - Judicial Dissolution 1116 - Discontinuance of Action or Special Proceeding.

§ 1116. Discontinuance of action or special proceeding.An  action  or special proceeding for the dissolution of a corporation   may be discontinued at any stage when it is established that  the  cause   for  dissolution  did  not exist or no longer exists. In such event, the   court shall dismiss the action or  special  proceeding  and  direct  any   receiver to redeliver to the corporation all its remaining property.