New York Business Corporations Law Section 1111 - Judgment Or Final Order Of Dissolution.

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  § 1111. Judgment or final order of dissolution.
    (a)  In  an action or special proceeding under this article if, in the
  court's discretion, it shall  appear  that  the  corporation  should  be
  dissolved,  it  shall  make  a  judgment  or  final order dissolving the
  corporation.
    (b) In making its decision, the court shall  take  into  consideration
  the following criteria:
    (1)  In an action brought by the attorney-general, the interest of the
  public is of paramount importance.
    (2) In a special proceeding brought by directors or shareholders,  the
  benefit to the shareholders of a dissolution is of paramount importance.
    (3)  In  a  special proceeding brought under section 1104 (Petition in
  case of deadlock among directors  or  shareholders)  or  section  1104-a
  (Petition   for   judicial   dissolution  under  special  circumstances)
  dissolution is not to be denied merely because  it  is  found  that  the
  corporate business has been or could be conducted at a profit.
    (c)  If the judgment or final order shall provide for a dissolution of
  the corporation, the court may, in its discretion, provide  therein  for
  the  distribution  of  the property of the corporation to those entitled
  thereto according to their respective rights.
    (d) The clerk of the court or such  other  person  as  the  court  may
  direct shall transmit certified copies of the judgment or final order of
  dissolution to the department of state and to the clerk of the county in
  which  the  office  of  the  corporation  was located at the date of the
  judgment  or  order.  Upon  filing  by  the  department  of  state,  the
  corporation shall be dissolved.
    (e)  The  corporation  shall  promptly thereafter transmit a certified
  copy of the judgment or final order to the clerk of each other county in
  which its certificate of incorporation was filed.

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Last modified: August 9, 2006