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161.

Id

546.

| App. Div. $ 2421. The petition must show that the case is one of

those specified in the last two sections, and must state the reasons, which induce the petitioner or petitioners to desire the dissolution of the corporation. A schedule must be annexed to the petition, containing the following matters, as far as the petitioner or petitioners know, or have the means of knowing the same :

1. A full and true account of all the creditors of the corporation, and of all unsatisfied engagements, entered into by, and subsisting against, the corporation.

2. A statement of the name and place of residence of each creditor, and of each person with whom such an engagement was made, and to whom it is to be performed, if known; or, if either is not known, a statement of that fact.

3. A statement of the sum owing to each creditor, or other person specified in the last subdivision, and the naturo of each debt, demand, or other engagement.

4. A statement of the true cause and consideration of the indebtedness to each creditor.

5. A full, just, and true inventory of all the property of the corporation, and of all the books, vouchers, and securities, relating thereto.

6. A statement of each incumbrance upon the property of the corporation, by judgment, mortgage, pledge, or otherwise.

7. A full, just, and true account of the capital stock of the corporation, specifying the name of each stockbolder; his residence, if it is known, or if it is not known, stating that fact ; the number of shares belonging to him ; the amount paid in upon his shares ; and the amount still due there. upon.

8 2422. An affidavit, made by each of the petitioners, to the effect that the matters of fact, stated in the petition and the schedule, are just and true, so far as the affiant knows or has the means of knowing the same, must be annexed to the petition and schedule.

$ 2423. [Am'd 1889, 1895, amendment to take effect Jun. 1 App, Div.

uary 1, 1896.] The papers must be presented at a special term of the supreme court, held within the judicial district, embracing the county wherein the principal office of the corporation is located. In a case specitied in section two thousand four hundred aud twenty of this act the court may in its discretion entertain or dismiss the application. Where it entertains the application, or where the cause is one of those specified in section two thousand four hundred and nineteen of this act, the court must make an order, requiring 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 three months after the granting of the order, why the corporation should Dot be dissolved. The order must be entered, and the papers

143 N. Y. 281.

375.

must be fileil, within te clays after the order is marie, with the clerk of the county where the principal office of the corporition is lo ateri. Tiit shall be made to appear to the na infiction of the court that the corporation is insolvent, the cort bay at any stage of the proceedings before the final order, on motion or the petitioners on notice to the attorneygeiteral, or on motion of the attorney general en notice to the corporation, appoint a temporary receiver of the prop. erty of the corporaliou, which receiver shall have all the powers and be subject to all the duties that are defined as belonging to temporary receivers appointed in an action, in section one thousand seven hundred and eighty-eight of this act. The court may also, in its discretion at any stage in the proceeding, after such appointment, upon like motion and notice, confer upon such temporary receiver the powers and anthority, and subject him to the duties and liabilities of a perinanent receiver, or as much thereof as it thinks proper, except that be shall not make any final distribution among the creditors and stockholders, before final order in the priceedings, unless he is specially directed so to do by the court. If such re-eiver be appointed, the court may, in its discretion, on like motion and notice, with or without security, at any stage of the proceeding before the final order, grant an injunction, restraining the creditors of the corporation from beginning any action against the said cor. poration for the recovery of a suru of money, or from taking any further proceedings in such an action theretofore commenced. 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.

62424. A copy of the order must be published, as pre- 128 N.Y.550, cribed therein, at least once in each of the three weeks immediately preceding the time fixed therein for showing cause, in the newspaper printed at Albany, in which legal notices are required to be published; and also in one or more newspapers, specified in the order, published in the city or county wherein the order is entered.

62125. A copy of the order must also be served upon 4 Month. L. each of tre persons, specified in the schedule as a creditor Bul. 64. or stok holder of the corporation, or as a person to whom an engagement of the corporation is to be performed, other than a person whose residence is stated to be unknown, or to b: without the United States. The service must be made, eith -r personally, at least twenty days before the time appointed for the hearing; or by depositing a copy of the oider, at least forty days before the time so appointed, in the post office, inclosed in a postpaid wrapper, addressed to the person to be served, at his residence, as stated in the schedule.

$ 2426. At the time and place specified in the order, or 34 Hun, 369. at the time and place to which the hear ng is adjourned, the court, or the referee, must hear the allegations and proofs of the parties, and determine the facts. If a referee was not

designated in the order to show cause, the court may, in its discretion, appoint a referee when or after the order is returnable. The decision of the court, or the report of the referee, must be in writing, and must be made and filed with all convenient speed. It must contain a statement of the effects, credits, and other property, and of the debts and other engagements, of the corporation, and of all other matters, pertaining to its affairs,

164.

1 App. Div.

2427. (Am'd 1894.) The court or the referee is entitled to use, upon the hearing, the original petition, and the schedules annexed thereto; and the clerk must transmit them accordingly, upon the written order of the judge, or of the referee. In that case, they must be returned with the decision or report. The court may, at any stage of the proceedings before final order, on the application of the peti. tioners, or a majority of them, or on the application of the temporary receiver, grant an order amending the schedules annexed to the original petition, by the insertion of additional items, or by making the statements orinventory fuller and in greater detail than as originally filed, with the like

effect as though said petition and schedules had been origia. . ally presented and filed as amended.

$ 2128. Where the hearing is before a referee, a motion for a tinal order must be made to the court, upon notice to each person who has made himself a party to the proceed. ings, by filing with the olerk, before the close of the hear. ing, a notice of his appearance, in person or by attorney, specifying a post-office within the State, where such a notice may be served. The notice may be served as pre scribed in this act, for the service of a paper upon an

attorney in an action. Where the hearing was before the court, a motion for a final order may be made immediately. or at such a time and upon such a notice, as the court prescribes.

6 Civ. Pro. 90

2429. Final order. (Am'd. 1896, 1899, amendment to take effect September 1, 1899.) Upon an application for a 34 Hun. 309. final order, if it appear to the court in a case specified in 17 N. Y. section twenty-four hundred and nineteen of this act, that State Rep.

879. the corporation is insolvent, or, in a case specified either in

2 N.Y. Sapp. that section, or in section twenty-four hundred and twenty 267. of this act, that, for any reason a dissolution of the corpo. 25 App. Div. ration will be beneficial to the interests of the stockholders 698. and not injurious to the public interests, the court must make a final order dissolving the corporation, and appointing one or more receivers of its property. But in the case of a solvent corporation, the court may, if there is no ob. jection by creditors, dispense with a receiver and provide in the final order for the distribution of the assets. Upon the entry of the order the corporation is dissolved. The court may, in its discretion, appoint a director, trustee or other officer, or a stockholder of the corporation, a receiver or its property. In a proceeding for the voluntary dissolution of a corporation, the court may, in the furtherance of justice, upon notice to the attorney-general, and the attorney-general not objecting, and upon such further notice to creditors or others interested as the court shall direct, which notice may be made by mail upon all persons and corporations not residing or existing within the state, relieve a re. ceiver from any omission, defect or default, in any proceeding or act required by law to be taken or done, or in the giving of any notice required by law to be given, and the coart may upon like notice, confirm any act of a receiver, and any decision, report, order or judgment made in such proceeding.

§ 2430. A sale, assignment, mortgage, conveyance, or other transfer, of any property of a corporation, made after

The Union Surety and Guaranty Co.

the filing of a petition as prescribed in this title, in payment of, or as security for, an existing or prior debt, or for any other consideration; or a judgment thereafter rendered against the corporation by confession, or upon the acceptance of an offer, is absolutely void, as against the receiver appointed in the special proceeding, and as against the creditors of the corporation.

103 N. Y. 302.

$ 2431. [Am'd 1881.] This title does not apply to an in. BNY: 202 corporated library society, to a religious corporation, or to

a select school or academy incorporated by the regents of the university, or by the legislature, or to a municipal or other political corporation. In the case of corporations affected by the provisions of this title and not having stockholders, it shall be sufficient for the purposes of this title to notify, name and refer to the “members" of such corporations instead of “stockholders" as herein provided.

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