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and the name which he or it has been authorized to
In effect April 13, 1893; Laws 1893, ch. 366.
§ 2418. [Apparently dropped; covered by section 2417; also repealed Jan. 1, 1896; L. 1895, ch. 946.]
Proceedings for the voluntary dissolution of a corporation.
SEC. 2419. When a majority of directors, etc., may petition for dissolu
2420. Id.; when they are equally divided.
2422. Affidavit to be annexed.
2423. Presentation of petition, etc. Order.
2424. Order to be published.
2425. Id.; to be served on creditors and stockholders.
2427. Id.; original papers may be used.
2428. Application for final order.
2429. Final order.
2430. Certain sales, etc., void.
2431. Certain corporations excepted from this title.
§ 2419. [Amended, 1895.] When a majority of directors, etc., may petition for dissolution.- If a majority of the directors, trustees, or other officers, having the management of the concerns of a corporation created by or under the laws of the state, discover that the stock, effects, and other property thereof are not sufficient to pay all just demands, for which it is liable, or to afford a reasonable security to those who may deal with it; or if, for any reason, they deem it beneficial to the interests of the stockholders, that the corporation should be dissolved; they may present a petition, to the supreme court, praying for a final order dissolving the corporation, as prescribed in this title.
In effect Jan. 1, 1896; L. 1895, ch. 946.
2 R. S. 467, § 58 (2 Edm. 488). New York Marbled Iron Works v. Smith, 4 Duer, 362; Nimmons v. Tappan, 2 Sweeney, 262; Matter of Niagara Ins. Co., 1 Paige, 258; see Abbott v. American Hard Rubber Co., 33 Barb. 578; s. c., 11 Abb. 204; 20 How. 199; 21 id. 193; Taylor v. Earle, 8 Hun, 1; Lake Ontario Bank v. Onondaga County Bank, 7 id. 549
see Webster v. Turner, 12 id. 264; Denike v. N. Y. & R. Lime Co., 10 Week. Dig. 177; Chamberlain v. Roch. Seamless Pap. Vess. Co., 7 Hún, 557.
§ 2420. [Amended, 1894.] Id.; when they are equally divided.—If a corporation, created under a general statute of the State for the formation of corporations, has an even number of trustees or directors, who are equally divided respecting the management of its affairs, and the entire stock of the corporation is, at that time, owned by the trustees, or direc ors, or is so divided, that one-half thereof is owned or controlled by persons favoring the course of one-half of the trustees or directors, and one-half by persons favoring the course of the other half of them, the trustees or directors, or one or more of them, may present a petition as prescribed in the last section. And it shall be the duty of a majority of the directors or trustees of every corporation created by or under the laws of this State to present a petition as prescribed in the last section whenever directed so to do by a majority in interest of its stockholders. But this section does not apply to a savings bank, a trust company, a safe deposit company, or a corporation formed to rent safes in burglar and fire-proof vaults, or for the construction or operation of a railroad, or for aiding in the construction thereof, or for carrying on the business of banking or insurance, or intended to derive a profit from the loan or use of money.
In effect, as amended, May 7, 1894; Laws 1894, ch. 304.
2421. Contents of petition. 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 nature 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 stockholder; 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 thereupon.
R. S., 59. Matter of Du Bois, 15 How. 7; s. c., 6 Abb. 386, note: Matter of Westchester Iron Co., 15 How. 7, note.
§ 2422. Affidavit to be annexed.—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. Id., § 60.
§ 2423. [Amended, 1895.] Presentation of petition, etc; order. 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 specified in section 2420 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 2419 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 not be dissolved. The order must be entered, and the papers must be filed, within ten days after the order is made, with the clerk of the county where the principal office of the corporation is located. If it shall be made to appear to the satisfaction of the court that the corporation is insolvent, the court may at any stage of the proceeding before the final order, on motion of the petitioners on notice to the attorney-general, or on motion of the attorney-general on notice to the corporation, appoint a temporary receiver of the property of the corporation, 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 authority, and subject him to the duties and liabilities of a permanent receiver, or as much thereof as it thinks proper, except that he shall not make any final distribution among the creditors and stockholders, before final order in the proceedings, unless he is specially directed so to do by the court. If such receiver 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 corporation for the recovery of a sum 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.
In effect Jan. 1. 1896; L. 1895, ch. 946.
Id., § 61, amended; L. 1876. See Ex parte French Manufacturing Co., 12 Hun, 488; Matter of Westchester Iron Co., 15 How. 7, note; Chamberlain v. Roch. Seam. Pap. Vess. Co., 7 Hun, 557.
§ 2424. Order to be published.--A copy of the order must be published, as prescribed 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.
Id., 62. Matter of Du Bois, 15 How. 7; s. c., 6 Abb. 386 n.
§ 2425. Id.; to be served on creditors and stockholders. A copy of the order must also be served upon. each of the persons, specified in the schedule as a creditor or stockholder 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 be without the United States. The service must be made, either personally, at least twenty days before the time appointed for the hearing; or by depositing a copy of the order, 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.
New. Matter of Eagle Iron Works, 8 Paige, 385; Lattimer v. Lord, 4 E. D. Smith, 183.
§ 2426. Hearing. At the time and place specified' in the order, or at the time and place to which the hear ing 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.
Id., § 63. Lattimer v. Lord, 4 E. D. Smith, 183; Welter v. Schlieper, 7 Abb. 92; Matter of Eagle Iron Works, 8 Paige, 385.
§ 2427. [Amended, 1894.] Id.; original papers may be used.- The court or the referee is entitled to use, upon the hearing, the original petition, and the schedules an nexed 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 petitioners, 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 or inventory fuller and in greater detail than as originally filed, with the like effect as though said petition and schedules had been originally presented and filed as amended.
In effect April 4, 1894; L. 1894, ch. 258.
§ 2428. Application for final order.-Where the hearing is before a referee, a motion for a final order must be made to the court, upon notice to each person who has made himself a party to the proceedings, by filing with the clerk, before the close of the hearing, 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 prescribed 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.
§ 2429. [Amended, 1895.] Final order.-Upon an application for a final order, if it appear to the court, in a case specified in section 2419 of this act, that the corporation is insolvent, or, in a case specified either in that section, or in section 2420 of this act, that, for any reason, a dissolution of the corporation will be beneficial to the interests of the stockholders, 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. 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 of 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 receiver 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 court may upon like notice, confirm any act of a receiver, and any decision, report, order or judgment made in such proceeding,
In effect Sept. 1, 1895; L. 1895, ch. 175.
Id., 28 65 and 66, as amended; L. 1876. New Amsterdam Savings Bank . Tarter, Abb. N. C. 15; Matter of Le Blanc, id. 221; Chamberlain v. Greenleaf, id. 178; Palmer v. Clark, id. 25; Ritterband v. Baggett, id. 67; Matter of Guardian Mutual Life Ins. Co., 13 Hun, 115; Matter of Crosby and Day, 16 id. 291: Whittlesey v. Delaney, 73 N. Y. 571; Whittlesy v. Franz, 74 id. 456; Matter of French Manufacturing Co., 12 Hun, 488; Kincaid v. Dwinelle, 59 N. Y. 548; S. C., 5 J. & Sp. 326; Chamberlain v. Rochester Seamless Paper Vessel Co.. 7 Hun, 557; Matter of Bowery Bank, 16 How. 56; s. c., 5 Abb. 415; Matter of the Eagle Iron Works, 8 Paige, 380; s. c., Edw. Ch. 385; Hoffman v. Van Nostrand, 42 Barb. 174; 8. C., 28 How. 115; Barclay v. Talman, 4 Edw. Ch. 123; Tisher v. Raab, 57 How. 87; Ex parte Woven Tape Shirt Co., 8 Hun, 508; Frothingham v. Barney, 6 id. 366.
§ 2430. Certain sales, etc., void. A sale, assign. ment, mortgage, conveyance, or other transfer, of any property of a corporation, made after the filing of a pe