§ 7-1.2-1316 - Procedure in liquidation of corporation by court.
SECTION 7-1.2-1316
§ 7-1.2-1316 Procedure in liquidation ofcorporation by court. – (a) In proceedings to liquidate the assets and business of a corporation thecourt has general equity jurisdiction and power to issue any orders,injunctions, and decrees that justice and equity require, to appoint a receiveror receivers pendente lite, with any powers and duties that the court, fromtime to time, directs, and to take any other proceedings that are requisite topreserve the corporate assets wherever situated, and carry on the business ofthe corporation until a full hearing can be had.
(b) After a hearing had upon any notice that the courtdirects to be given to all parties to the proceedings and to any other partiesin interest designated by the court, the court may appoint a liquidatingreceiver or receivers with authority to take charge of any of the corporation'sestate and effects of which he or she has been appointed receiver and tocollect the assets of the corporation, including all amounts owing to thecorporation whether by shareholders on account of any unpaid portion of theconsideration for the issuance of shares or otherwise.
(c) The hearing date for the appointment of a permanentreceiver is not to be more than twenty-one (21) days after commencement of theaction, unless the hearing date is extended by the court for good cause shown.
(d) The liquidating receiver or receivers has authoritysubject to court order, to sue and defend in all courts in his or her own nameas receiver of the corporation, or in its name, to intervene in any action orproceeding relating to its assets or business, to compromise any dispute orcontroversy, to preserve the assets of the corporation, to carry on itsbusiness, to sell, convey, and dispose of all or any part of the assets of thecorporation wherever situated, either at public or private sale, to redeem anymortgages, security interests, pledges, or liens of or upon any of its assets,and generally to do all other acts which might be done by the corporation orthat is necessary for the administration of his or her trust according to thecourse of equity. The assets of the corporation or the proceeds resulting froma sale, conveyance, or other disposition of the assets will be applied to theexpenses of the liquidation and to the payment of the liabilities andobligations of the corporation, and any remaining assets or proceeds willdistributed under the direction of the court among its shareholders accordingto their respective rights and interests. The order appointing the receiver orreceivers sets forth their powers and duties. The powers and duties may beincreased or diminished at any time during the proceeding.
(e) The court has power to allow from time to time asexpenses of the liquidation compensation to the receiver or receivers and toattorneys in the proceeding, and to direct the payment of the compensation outof the assets of the corporation or the proceeds of any sale or disposition ofthe assets.
(f) The court appointing the receiver has exclusivejurisdiction of the corporation and its property, wherever situated, and of allquestions arising in the proceedings concerning the property.