2023 New York Laws › BSC - Business Corporation › Article 10 - Non-Judicial Dissolution › 1007 - Notice to Creditors; Filing or Barring Claims.

§ 1007. Notice to creditors; filing or barring claims.
(a) At  any  time after dissolution, the corporation may give a notice
requiring all creditors and claimants, including any  with  unliquidated
or  contingent  claims and any with whom the corporation has unfulfilled
contracts, to present their  claims  in  writing  and  in  detail  at  a
specified place and by a specified day, which shall not be less than six
months  after the first publication of such notice. Such notice shall be
published at least once a week for two successive weeks in  a  newspaper
of  general  circulation  in  the  county  in  which  the  office of the
corporation was located at the date of dissolution.  On  or  before  the
date of the first publication of such notice, the corporation shall mail
a copy thereof, postage prepaid and addressed to his last known address,
to  each  person  believed  to  be a creditor of or claimant against the
corporation whose name  and  address  are  known  to  or  can  with  due
diligence  be  ascertained by the corporation. The giving of such notice
shall not constitute a recognition that any person is a proper  creditor
or  claimant,  and  shall  not  revive  or  make  valid, or operate as a
recognition  of  the  validity  of,  or  a  waiver  of  any  defense  or
counterclaim  in  respect  of  any  claim  against  the corporation, its
assets, directors, officers or shareholders, which has  been  barred  by
any statute of limitations or become invalid by any cause, or in respect
of  which  the corporation, its directors, officers or shareholders, has
any defense or counterclaim.
(b) Any claims which shall have been filed as provided in such  notice
and  which  shall  be  disputed  by the corporation may be submitted for
determination to the supreme court under section 1008  (Jurisdiction  of
supreme  court  to supervise dissolution and liquidation). A claim filed
by the trustee or paying agent for the holders of bonds or coupons shall
have the same effect as if filed by the  holder  of  any  such  bond  or
coupon.  Any person whose claim is, at the date of the first publication
of such notice, barred by any statute of limitations is not  a  creditor
or  claimant  entitled to any notice under this section or section 1008.
The claim of any such person and all other claims which are  not  timely
filed  as provided in such notice except claims which are the subject of
litigation on the date of the first publication of such notice, and  all
claims  which are so filed but are disallowed by the court under section
1008, shall be forever barred as against the  corporation,  its  assets,
directors,  officers and shareholders, except to such extent, if any, as
the court may allow them against any remaining assets of the corporation
in the case of a creditor who shows satisfactory reason for his  failure
to file his claim as so provided. If the court requires a further notice
under  section 1008, any reference to a notice in this section shall, to
the extent that the court so orders, mean such  further  notice,  except
that a claim which has been filed in accordance with a notice under this
section need not be refiled under such further notice.
(c) Notwithstanding  this  section  and  section  1008, tax claims and
other claims of this state, of the United States and of  the  department
of  finance  of  the  city of New York shall not be required to be filed
under those sections, and such claims shall not be barred because not so
filed, and distribution of the assets of the corporation,  or  any  part
thereof, may be deferred until determination of any such claims.
(d) Laborer's  wages shall be preferred claims and entitled to payment
before any other creditors out of  the  assets  of  the  corporation  in
excess of valid prior liens or encumbrances.