reglab/statecodes huggingface dataset:
2023 New York Laws › BSC - Business Corporation › Article 9 - Merger or Consolidation; Guarantee; Disposition of Assets; Share Exchanges › 911 - Mortgage or Pledge Of, or Security Interest In, Corporate Property.

§ 911. Mortgage  or  pledge  of,  or  security  interest  in,  corporate
property.
The board may authorize any mortgage or pledge of, or the creation  of
  a  security  interest  in, all or any part of the corporate property, or
  any interest therein,  wherever  situated.  Unless  the  certificate  of
  incorporation  provides  otherwise,  no  vote or consent of shareholders
  shall be required to approve such action by the board.
2023 New York Laws › BSC - Business Corporation › Article 10 - Non-Judicial Dissolution › 1001 - Authorization of Dissolution.

§ 1001. Authorization of dissolution.
(a)   A   corporation  may  be  dissolved  under  this  article.  Such
dissolution shall be authorized at a meeting of shareholders by (i)  for
corporations   the  certificate  of  incorporation  of  which  expressly
provides such or corporations incorporated after the effective  date  of
paragraph  (b)  of  this  section,  a  majority  of  the  votes  of  all
outstanding  shares  entitled  to  vote  thereon  or  (ii)   for   other
corporations, two-thirds of the votes of all outstanding shares entitled
to  vote  thereon,  except,  in either case, as otherwise provided under
section  1002   (Dissolution   under   provision   in   certificate   of
incorporation).
(b)  Any  corporation  may  adopt  an  amendment of the certificate of
incorporation providing that such dissolution shall be authorized  at  a
meeting  of  shareholders  by  a  specified  proportion  of votes of all
outstanding  shares  entitled  to  vote  thereon,  provided  that   such
proportion may not be less than a majority.
2023 New York Laws › BSC - Business Corporation › Article 10 - Non-Judicial Dissolution › 1002 - Dissolution Under Provision in Certificate of Incorporation.

§ 1002. Dissolution under provision in certificate of incorporation.
(a)  The certificate of incorporation may contain a provision that any
shareholder, or the holders of any specified  number  or  proportion  of
shares  or  votes of shares, or of any specified number or proportion of
shares or votes of shares of any class or series  thereof,  may  require
the  dissolution  of the corporation at will or upon the occurrence of a
specified event. If the certificate of  incorporation  contains  such  a
provision,  a certificate of dissolution under section 1003 (Certificate
of dissolution; contents) may be signed, verified and delivered  to  the
department   of   state   as   provided  in  section  104  (Certificate;
requirements, signing,  filing,  effectiveness)  when  authorized  by  a
holder  or  holders  of  the  number or proportion of shares or votes of
shares specified in such provision, given  in  such  manner  as  may  be
specified therein, or if no manner is specified therein, when authorized
on written consent signed by such holder or holders; or such certificate
may  be  signed, verified and delivered to the department by such holder
or holders or by such of them as are designated by them.
(b) An amendment of the certificate  of  incorporation  which  adds  a
provision  permitted  by  this  section, or which changes or strikes out
such a provision, shall be authorized at a meeting  of  shareholders  by
vote  of  all  outstanding  shares, whether or not otherwise entitled to
vote on any amendment, or of such lesser proportion  of  shares  and  of
such  class  or  series  of  shares, but not less than a majority of all
outstanding shares entitled to vote on any amendment, as may be provided
specifically in the certificate of incorporation for adding, changing or
striking out a provision permitted by this section.
(c) If the certificate of incorporation of any corporation contains  a
provision  authorized  by  this section, the existence of such provision
shall be noted conspicuously on the face or back  of  every  certificate
for shares issued by such corporation.
2023 New York Laws › BSC - Business Corporation › Article 10 - Non-Judicial Dissolution › 1003 - Certificate of Dissolution; Contents.

§ 1003. Certificate of dissolution; contents.
(a) A certificate of dissolution, entitled "Certificate of dissolution
of  .........  (name  of corporation) under section 1003 of the Business
Corporation Law", shall be signed and delivered  to  the  department  of
state. It shall set forth:
(1) The name of the corporation and, if its name has been changed, the
name under which it was formed.
(2) The  date  its  certificate  of  incorporation  was  filed  by the
department of state.
(3) The name and address of each of its officers and directors.
(4) That the corporation elects to dissolve.
(5) The manner in which the dissolution was authorized.
2023 New York Laws › BSC - Business Corporation › Article 10 - Non-Judicial Dissolution › 1004 - Certificate of Dissolution; Filing.

§ 1004. Certificate of dissolution; filing.
(a)  The department shall not file such certificate unless the consent
of the state department of taxation and finance to  the  dissolution  is
attached thereto. Upon such filing, the corporation is dissolved.
(b) Notwithstanding paragraph (a) of this section, with respect to any
corporation  that has done business in the city of New York and incurred
liability for any tax or charge under chapter six,  seven,  eight,  ten,
eleven,  twelve,  thirteen,  fourteen, fifteen, twenty-one, twenty-four,
twenty-five or twenty-seven of title eleven of the  administrative  code
of  the city of New York, the department shall not file such certificate
unless the consent of the commissioner of finance of  the  city  of  New
York to the dissolution is also attached thereto.
2023 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.
2023 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).
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 New York Laws › BSC - Business Corporation › Article 11 - Judicial Dissolution › 1117 - Applicability of Other Provisions.

§ 1117. Applicability of other provisions.
(a) Subject  to  the  provisions  of  this  article, 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 under this article.
(b) Any orders provided for in section 1008, may be made at any  stage
of  an  action  or  special  proceeding for dissolution of a corporation
under this article, and if  the  corporation  is  dissolved  under  this
article,  the  court  may  retain jurisdiction for the purpose of making
such  orders,  after  the  dissolution,  in  such  action   or   special
proceeding.    The  court  may also make such orders in separate special
proceedings, as provided in section 1008.
(c) Notice to creditors and claimants, provided for in  section  1007,
may  also  be given, by order of the court, at any stage of an action or
special proceeding for dissolution of a corporation under this article.
2023 New York Laws › BSC - Business Corporation › Article 11 - Judicial Dissolution › 1118 - Purchase of Petitioner's Shares; Valuation.

§ 1118. Purchase of petitioner's shares; valuation.
(a)  In  any  proceeding  brought  pursuant  to section eleven hundred
four-a of this chapter, any other shareholder  or  shareholders  or  the
corporation may, at any time within ninety days after the filing of such
petition or at such later time as the court in its discretion may allow,
elect  to  purchase  the  shares  owned by the petitioners at their fair
value and upon such terms and conditions  as  may  be  approved  by  the
court,  including  the  conditions  of paragraph (c) herein. An election
pursuant to this section shall be irrevocable unless the court,  in  its
discretion,  for just and equitable considerations, determines that such
election be revocable.
(b) If one or more shareholders or the corporation elect  to  purchase
the  shares  owned  by  the  petitioner but are unable to agree with the
petitioner upon the fair value of  such  shares,  the  court,  upon  the
application   of   such  prospective  purchaser  or  purchasers  or  the
petitioner, may stay the proceedings brought pursuant to section  1104-a
of  this chapter and determine the fair value of the petitioner's shares
as of the day prior to the  date  on  which  such  petition  was  filed,
exclusive  of  any  element of value arising from such filing but giving
effect to any adjustment or surcharge found to  be  appropriate  in  the
proceeding under section 1104-a of this chapter. In determining the fair
value  of  the  petitioner's  shares,  the court, in its discretion, may
award interest from the date the  petition  is  filed  to  the  date  of
payment  for the petitioner's share at an equitable rate upon judicially
determined fair value of his shares.
(c) In connection with any  election  to  purchase  pursuant  to  this
section:
(1)  If  such  election is made beyond ninety days after the filing of
the petition, and the court allows such  petition,  the  court,  in  its
discretion, may award the petitioner his reasonable expenses incurred in
the  proceeding  prior to such election, including reasonable attorneys'
fees;
(2) The court, in its discretion, may require, at any  time  prior  to
the  actual  purchase  of  petitioner's shares, the posting of a bond or
other acceptable security in an amount sufficient to  secure  petitioner
for the fair value of his shares.
2023 New York Laws › BSC - Business Corporation › Article 12 - Receivership › 1201 - Action by Judgment Creditor for Sequestration.

§ 1201. Action by judgment creditor for sequestration.
Where  final  judgment  for a sum of money has been rendered against a
  corporation, and an execution issued thereupon to  the  sheriff  of  the
  county  where  the  corporation  does its general business, or where its
  office is located, has been returned wholly or partly  unsatisfied,  the
  judgment   creditor  may  maintain  an  action  to  procure  a  judgment
  sequestrating the property  of  the  corporation  and  providing  for  a
  distribution thereof.
2023 New York Laws › BSC - Business Corporation › Article 12 - Receivership › 1202 - Appointment of Receiver of Property of a Domestic or Foreign Corporation.

§ 1202. Appointment  of  receiver  of  property of a domestic or foreign
corporation.
(a) A receiver of the property of a corporation can be appointed  only
by the court, and in one of the following cases:
(1)   An  action  or  special  proceeding  brought  under  article  10
(Non-judicial dissolution) or 11 (Judicial dissolution).
(2) An action under section 1201  (Action  by  judgment  creditor  for
sequestration).
(3)  An  action brought by the attorney-general or by a shareholder to
preserve the assets of a corporation, which has no officer  within  this
state qualified to administer them.
(4)  An  action  to  preserve  the  assets in this state, of any kind,
tangible  or  intangible,  of  a  foreign  corporation  which  has  been
dissolved,   nationalized   or  its  authority  or  existence  otherwise
terminated or cancelled in the  jurisdiction  of  its  incorporation  or
which  has ceased to do business, brought by any creditor or shareholder
of such corporation or by one on whose behalf  an  order  of  attachment
against the property of such corporation has been issued.
(b)  A  receiver  shall  be subject to the control of the court at all
times and may be removed by the court at any time.
(c) All actions  or  special  proceedings  brought  by  or  against  a
receiver  shall  have a preference upon the calendars of all courts next
in order to actions or special proceedings brought by the people of  the
state of New York.
2023 New York Laws › BSC - Business Corporation › Article 12 - Receivership › 1203 - Temporary and Permanent Receiver.

§ 1203. Temporary and permanent receiver.
(a)  At any stage before final judgment or final order in an action or
special proceeding brought under this article, the court may appoint one
or more receivers of the property of the corporation or of the  property
in  this state of a foreign corporation against which an action has been
brought under subparagraph (a)  (4)  of  section  1202  (Appointment  of
receiver of property of a domestic or foreign corporation). Notice of an
application  for  the  appointment  of  a receiver shall be given to the
attorney-general and to such other persons and in  such  manner  as  the
court  directs.  The  determination  by  the  court  of the necessity or
advisability of appointing a receiver or an attorney for a receiver, and
the allowance of expenses, commissions or compensation to  the  receiver
or  his  attorney,  shall be subject to review on appeal. This provision
shall not affect any other right to review on appeal.
(b) A receiver appointed by or under a final judgment or order  in  an
action  or  special proceeding, or a temporary receiver who is continued
by the final judgment or order, is a permanent receiver. The  court  may
confer  upon  a  temporary  receiver  the powers, and subject him to the
duties of a permanent receiver, or so much thereof as it deems proper.
2023 New York Laws › BSC - Business Corporation › Article 12 - Receivership › 1204 - Oath and Security.

§ 1204. Oath and security.
(a) A receiver, before entering upon his duties, shall:
(1)  Take  and subscribe an oath that he will faithfully, honestly and
impartially discharge the trust committed to him, and the oath shall  be
filed  with  the  clerk  of  the  court  in  which the action or special
proceeding is pending.
(2) File with the clerk of such court a bond to the  people,  with  at
least  two  sufficient  sureties  or  a bond executed by any fidelity or
surety company  authorized  by  the  laws  of  this  state  to  transact
business,  in  a  penalty fixed by the court appointing him, conditioned
for the faithful discharge of his duties as receiver. The court  may  at
any time direct a receiver to give a new bond with new sureties and with
like condition.
2023 New York Laws › BSC - Business Corporation › Article 12 - Receivership › 1205 - Designation of Depositories by Court.

§ 1205. Designation of depositories by court.
All  orders  appointing  a  receiver  of a corporation shall designate
  therein one or  more  places  of  deposit,  wherein  all  funds  of  the
  corporation not needed for immediate disbursement shall be deposited and
  no  other deposits and no investment of such funds shall be made, except
  upon the order of the court.
2023 New York Laws › BSC - Business Corporation › Article 12 - Receivership › 1206 - Powers of Permanent Receiver.

§ 1206. Powers of permanent receiver.
(a) A permanent receiver, upon qualifying under section 1204 (Oath and
security),  shall  be  vested  with  title  to  all  the property of the
corporation wherever situated or of the property  in  this  state  of  a
foreign  corporation  against  which an action or special proceeding has
been brought under subparagraph (a) (4) of section 1202 (Appointment  of
receiver  of  property  of  a  domestic or foreign corporation), for the
benefit of the creditors and shareholders of the corporation.
(b) A permanent receiver shall have the power:
(1) To sue in his own name  or  otherwise  for  the  recovery  of  the
property,  debts  and causes of action of the corporation. No set-off or
counterclaim shall be allowed in any such action for any  demand  unless
it was owing by the corporation to the defendant before the commencement
of  the action or special proceeding in which the receiver was appointed
or unless it shall have been incurred by the receiver subsequent to  his
appointment.
(2)  To sell at public or private sale all the property vested in him,
in such manner and on such terms  and  conditions  as  the  court  shall
direct, and to make necessary transfers and conveyances thereof.
(3)  To  examine  on  oath,  to  be  administered  by  him, any person
concerning any matter pertaining to or affecting the receivership.
(4) To settle or compound any demands by or against the receivership.
(c) When more than one receiver is appointed, all provisions  in  this
article in reference to one receiver shall apply to them.
(d)  When  more than one receiver is appointed, the debts and property
of the corporation may be collected and received by any  of  them;  when
more  than  two receivers are appointed, the powers and rights conferred
on them may be exercised by any two.
(e) When  more  than  one  receiver  is  appointed,  the  survivor  or
survivors  of  such receivers shall have all the powers and right of the
receivers.
2023 New York Laws › BSC - Business Corporation › Article 12 - Receivership › 1208 - Penalty for Concealing Property From Receiver.

§ 1208. Penalty for concealing property from receiver.
Any   persons   having   possession   of  property  belonging  to  the
  corporation, who  shall  wrongfully  withhold  such  property  from  the
  receiver  after the day specified in the notice given under section 1207
  (Duties of receiver upon appointment), shall  forfeit  to  the  receiver
  double  the  value of such property, and the same may be recovered in an
  action by the receiver.
2023 New York Laws › BSC - Business Corporation › Article 12 - Receivership › 1209 - Recovery of Assets.

§ 1209. Recovery of assets.
(a) Whenever  a receiver, by verified petition to the supreme court at
a special term held in the judicial district in which he  was  appointed
shall show that he has good reason to believe that any person has in his
possession  or  under his control, or has wrongfully concealed, withheld
or disposed of, any property of the corporation, or that any person  can
testify  concerning such facts, the court, with or without notice, shall
make an order requiring such person to appear  before  the  court  or  a
referee,  at  a  time and place designated, and submit to an examination
concerning such facts. In such order, or at any time thereafter, in  its
discretion, the court may enjoin and restrain such person from disposing
of  any  property  of  the  corporation  in  his possession or under his
control.
(b) In any examination under such order, the court may confer immunity
in accordance with the provisions  of  section  50.20  of  the  criminal
procedure  law; provided that no immunity shall be conferred except upon
twenty-four hours prior  written  notice  to  the  appropriate  district
attorney having an official interest therein.
(c) A  person  so ordered to appear shall be entitled to the same fees
and mileage, to be paid at the time of serving the order, as are allowed
by law to witnesses subpoenaed to attend and testify in an action in the
supreme court, and shall be subject to the same penalties  upon  failure
to  appear and testify in obedience to such order as are provided by law
in the case of witnesses who fail to  obey  a  subpoena  to  appear  and
testify in an action.
(d) A  person  appearing  for  examination  in obedience to such order
shall be sworn,  and  shall  be  entitled  to  be  represented  on  such
examination  by  counsel,  and  may  be  cross-examined,  or  may make a
voluntary statement in his own behalf  concerning  the  subject  of  his
examination.
(e) The  testimony taken under such order shall be signed and sworn to
by the person examined, and be filed in the office of the clerk  of  the
county  where  the  action  or proceeding is pending. If it shall appear
that any person is wrongfully concealing or withholding, or has  in  his
possession  or  under  his  control, any property of the corporation, on
notice to him, the court may make an order requiring  him  forthwith  to
deliver it to the receiver, subject to the further order of the court.
2023 New York Laws › BSC - Business Corporation › Article 12 - Receivership › 1210 - Order of Payment by Receiver.

§ 1210. Order of payment by receiver.
(a) Laborers'  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.
(b) The  receiver  shall  subject  to  any prior liens or encumbrances
distribute the residue of the moneys in his hands, among  the  creditors
whose claims have been proved and allowed, as follows:
(1) All  debts  due  by such corporation to the United States, and all
debts entitled to a preference under the laws of the United States.
(2) All debts that may be owing by the corporation as trustee.
(3) Judgments against the corporation, to the extent of the  value  of
the real property on which they are liens.
(4) All  other  creditors,  in proportion to their respective demands,
without preference to specialty debts.
2023 New York Laws › BSC - Business Corporation › Article 12 - Receivership › 1211 - Final Distribution by Receiver.

§ 1211. Final distribution by receiver.
(a) If  there  remains  property  of  the  corporation after the first
distribution, the receiver shall, within one  year  thereafter,  make  a
final  distribution  among  the  creditors entitled thereto. Notice that
such distribution will be the final distribution to creditors  shall  be
published  once  a  week  for  two  consecutive  weeks in a newspaper of
general circulation in the county where the office of the corporation is
located.
(b) A creditor or claimant who failed to prove his  claim  before  the
first  distribution and who proves it before the final one shall receive
the sum he would have been entitled to on the first distribution  before
any further distribution shall be made to other creditors or claimants.
(c) Unless  the  court  shall  otherwise direct, no other distribution
shall be made thereafter to creditors, except to  those  having  pending
actions against the corporation or the receiver.
(d) After  the final distribution to creditors, the receiver shall not
be answerable to any creditor or claimant, unless his claim  shall  have
been  proved  before or at the time specified in the notice of the final
distribution.
2023 New York Laws › BSC - Business Corporation › Article 12 - Receivership › 1212 - Disposition of Moneys Retained; Surplus; Unclaimed Distributions.

§ 1212. Disposition    of    moneys    retained;    surplus;   unclaimed
distributions.
(a) When any action pending at the  time  of  the  final  distribution
shall be terminated, the receiver shall apply the moneys retained by him
to  the  payment  of the amount recovered, and his necessary charges and
expenses incurred therein.
(b) After the final distribution to creditors and after deducting  his
charges  and  expenses,  the receiver shall distribute any surplus among
the shareholders of the corporation, in accordance with their respective
rights.
(c)  Any  portion  of  the  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
by  the  receiver  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.
2023 New York Laws › BSC - Business Corporation › Article 12 - Receivership › 1213 - Omission or Default of Receiver.

§ 1213. Omission or default of receiver.
Upon  notice to the attorney-general and upon such notice to creditors
  or others interested as the court shall direct, the court  may,  in  the
  furtherance of justice, relieve a receiver from any omission or default,
  on  such  conditions  as  may  be imposed, and, on compliance therewith,
  confirm his action.
2023 New York Laws › BSC - Business Corporation › Article 12 - Receivership › 1214 - Application by Attorney-General for Removal of Receiver and to Close Receivership.

§ 1214. Application  by  attorney-general for removal of receiver and to
close receivership.
(a) Whenever he deems it to be to the advantage of  the  shareholders,
creditors  or  other persons interested in the assets of any corporation
for which a receiver has been appointed, the attorney-general may move:
(1) For an order removing the receiver and appointing another  in  his
stead;
(2) To compel the receiver to account;
(3) For such other and additional orders as may facilitate the closing
of the receivership.