2023 New York Laws › BSC - Business Corporation › Article 10 - Non-Judicial Dissolution › 1008 - Jurisdiction of Supreme Court to Supervise Dissolution and Liquidation.

§ 1008. Jurisdiction  of  supreme  court  to  supervise  dissolution and
liquidation.
(a) At any time after the filing of a certificate of dissolution under
this article the supreme court in the judicial district where the office
of the corporation was located at the date  of  its  dissolution,  in  a
special  proceeding  instituted under this section, upon the petition of
the corporation, or, in a situation approved  by  the  court,  upon  the
petition  of  a  creditor,  claimant,  director,  officer,  shareholder,
subscriber for shares, incorporator or the attorney-general, may suspend
or annul the dissolution or continue the liquidation of the  corporation
under  the  supervision  of the court and may make all such orders as it
may deem proper in all matters in connection with the dissolution or the
winding up of the affairs of the corporation,  and  in  particular,  and
without  limitation  of  the  generality  thereof,  in  respect  of  the
following:
(1) The determination of the validity  of  the  authorization  of  the
dissolution  of the corporation and of the execution and delivery of the
certificate of dissolution under this article.
(2) The adequacy of the notice given to creditors and claimants and if
it is determined to  have  been  inadequate,  the  requirement  of  such
further notice as the court may deem proper.
(3) The  determination of the validity and amount or invalidity of any
claims which have been presented to the corporation.
(4) The barring of all creditors and claimants  who  have  not  timely
filed  claims  as provided in any such notice, or whose claims have been
disallowed by  the  court,  as  against  the  corporation,  its  assets,
directors, officers and shareholders.
(5) The   determination  and  enforcement  of  the  liability  of  any
director,  officer,  shareholder  or  subscriber  for  shares,  to   the
corporation or for the liabilities of the corporation.
(6) The  payment,  satisfaction  or  compromise  of claims against the
corporation,  the  retention  of  assets  for  such  purpose,  and   the
determination  of  the  adequacy  of  provisions made for payment of the
liabilities of the corporation.
(7) The disposition or destruction of records, documents and papers of
the corporation.
(8) The appointment  and  removal  of  a  receiver  under  article  12
(Receivership)  who  may  be  a  director, officer or shareholder of the
corporation.
(9) The issuance of injunctions for one or more of the purposes and as
provided in section 1115 (Injunction).
(10) The return of subscription payments to  subscribers  for  shares,
and  the  making of distributions, in cash or in kind or partly each, to
the shareholders.
(11) The payment to the state comptroller, as abandoned  property,  of
assets   under   paragraph   (c)   of   section  1005  (Procedure  after
dissolution).
(b) Orders under this section may be entered ex parte, except that  if
such  special  proceeding  was  not  instituted  upon  petition  of  the
corporation, notice shall be given to the corporation in such manner  as
the  court  may  direct.  Notice  shall  be  given to such other persons
interested, and in such manner, as the court may  deem  proper,  of  any
hearings  and  of  the  entry of any orders on such matters as the court
shall deem proper. All orders made by the court under this section shall
be binding upon the attorney-general,  the  corporation,  its  officers,
directors,   shareholders,   subscribers   for   shares,  incorporators,
creditors and claimants.
(c) (1) Simultaneously with the institution of such special proceeding
for annulment of the dissolution, the  petitioner  shall  apply  to  the
department  of state to reserve the corporation name to the corporation.
If such name shall not be available for use,  the  petitioner  forthwith
upon  being  notified  thereof  shall  apply  to such department for the
reservation of another and available name and any judgment or  order  of
annulment  made in such proceeding shall order and direct the petitioner
to execute a certificate of change of the corporate name to  such  other
name.
(2) The  clerk  of  the  court,  or such other person as the court may
direct, shall transmit a certified copy of  the  judgment  or  order  of
annulment of the dissolution, together with the certificate of change of
corporate  name in the appropriate case, to the department of state, and
a certified copy of such judgment or order to the clerk of the county in
which the office of the corporation was  located  on  the  date  of  the
dissolution.  Upon  filing  by the department of state, the annulment of
dissolution shall be effected.