2023 New York Laws › NPC - Not-For-Profit Corporation › Article 10 - Non-Judicial Dissolution › 1007 - Notice to Creditors by Corporations Intending to Dissolve; Filing or Barring Claims.

§ 1007. Notice  to  creditors  by  corporations  intending  to dissolve;
filing or barring claims.
(a) At any time after the plan  of  dissolution  and  distribution  of
assets  shall  have  been  (1) authorized as provided in section 1002 of
this article (Authorization of plan), (2) approved by  any  governmental
body  or officer whose approval is required pursuant to paragraph (c) of
section 1002 of this article, and (3) approved by either by the attorney
general or a justice of the supreme court pursuant to paragraph  (d)  of
section  1002  of  this  article, and prior to filing the certificate of
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 authorization of its plan of  dissolution  and  distribution  of
assets  as  provided  in  section 1002 of this article (Authorization of
plan). On or before the date of the first publication  of  such  notice,
the  corporation  shall  mail  a  copy thereof, postage prepaid, to each
person believed to be a creditor of or claimant against the  corporation
whose current 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 members, 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  members,  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) or  pursuant  to
article  11  (Judicial  dissolution).  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 bonds or coupons. 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 such 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 such
section 1008, shall be forever barred as against  the  corporation,  its
assets,  directors, officers and members, 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
failure to file a claim as so provided. If the court requires a  further
notice  under  such  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 (Jurisdiction of
supreme court to supervise dissolution and liquidation), 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.