§415B-100 Procedure in liquidation of corporation by court.
(a) In proceedings to liquidate the assets and affairs of a corporation the court shall have the power:(1) To issue injunctions;
(2) To appoint a receiver or receivers pendente lite with such powers and duties as the court, from time to time, may direct; and
(3) To take any other action as may be necessary to preserve the corporate assets wherever situated and carry on the affairs of the corporation until a full hearing can be had.
The court may direct that notice be given to all parties to the proceedings and to any other parties in interest designated by the court, and after a hearing on the notice, the court may appoint a liquidating receiver or receivers with authority to collect the assets of the corporation. The liquidating receiver shall have authority, subject to the order of the court, to sell, convey, and dispose of all or any part of the assets of the corporation wherever situated, either at public or private sale. The order appointing the liquidating receiver shall state the powers and duties, which may be increased or diminished at any time during the proceedings.
(b) The assets of the corporation or the proceeds resulting from a sale, conveyance, or other disposition of the assets shall be applied and distributed as follows:
(1) All costs and expenses of the court proceedings and all liabilities and obligations of the corporation shall be paid, satisfied, and discharged, or adequate provision shall be made therefor;
(2) Assets held by the corporation upon condition requiring return, transfer, or conveyance, which condition occurs by reason of the dissolution or liquidation, shall be returned, transferred, or conveyed in accordance with such requirement;
(3) Assets received and held by the corporation subject to limitations permitting their use only for charitable, religious, eleemosynary, benevolent, educational, or similar purposes, but not subject to any condition requiring return, transfer, or conveyance by reason of the dissolution or liquidation, shall be transferred or conveyed to one or more domestic or foreign corporations, societies, or organizations engaged in activities substantially similar to those of the dissolving or liquidating corporation as the court directs;
(4) Any other assets shall be distributed in accordance with the articles of incorporation or the bylaws to the extent that the articles of incorporation or bylaws determine the distributive right of members, or any class or classes of members, or provide for distribution to others;
(5) Any remaining assets may be distributed to such persons, societies, organizations, or domestic or foreign corporations, whether for profit or not for profit, specified in the plan of distribution adopted pursuant to this chapter, or where no plan of distribution has been adopted, as the court directs.
(c) The court shall have power to allow, from time to time, as expenses of the liquidation, compensation to any receiver, and to any attorney in the proceeding, and to direct the payment thereof out of the assets of the corporation or the proceeds of any sale or disposition of the assets.
(d) A receiver of a corporation appointed under this section shall have authority to sue and defend in all courts in the receiver's own name as receiver of the corporation. The court appointing the receiver shall have exclusive jurisdiction of the corporation and its property, wherever situated. [L 1985, c 270, pt of §1; am L 1987, c 135, §176]