§ 7-6-61 Procedure in liquidation ofcorporation by court. – (a) In proceedings to liquidate the assets and affairs of a corporation thecourt shall have the power to issue injunctions, to appoint a receiver orreceivers pendente lite, with such powers and duties as the court directs, andto take such other proceedings as may be requisite to preserve the corporateassets wherever situated, and carry on the affairs of the corporation until afull hearing can be had.
(b) After a hearing upon any notice that the court directs tobe given to all parties to the proceedings and to any other parties in interestdesignated by the court, the court may appoint a liquidating receiver orreceivers with authority to collect the assets of the corporation. Theliquidating receiver or receivers have authority, subject to court order, tosell, convey, and dispose of all or any part of the assets of the corporationwherever situated, either at public or private sale. The order appointing theliquidating receiver or receivers shall state their powers and duties. Thepowers and duties may be increased or diminished at any time during theproceedings.
(c) The assets of the corporation or the proceeds resultingfrom a sale, conveyance, or other disposition of the assets shall be appliedand distributed as follows:
(1) All costs and expenses of the court proceedings and allliabilities and obligations of the corporation shall be paid, satisfied, anddischarged, or adequate provision shall be made for that;
(2) Assets held by the corporation upon condition requiringreturn, transfer, or conveyance, which condition occurs because of thedissolution or liquidation, shall be returned, transferred, or conveyed inaccordance with the requirements;
(3) Assets received and held by the corporation subject tolimitations permitting their use only for charitable, religious, eleemosynary,benevolent, educational, or similar purposes, but not held upon a conditionrequiring return, transfer, or conveyance by reason of the dissolution orliquidation, shall be transferred or conveyed to one or more domestic orforeign corporations, societies, or organizations engaged in activitiessubstantially similar to those of the dissolving or liquidating corporation asthe court directs;
(4) Any other assets shall be distributed in accordance withthe provisions of the articles of incorporation or the bylaws to the extentthat the articles of incorporation or bylaws determine the distributive rightof members, or any class or classes of members, or provide for distribution toothers;
(5) Any remaining assets may be distributed to such persons,societies, organizations, or domestic or foreign corporations, whether forprofit or not for profit, specified in the plan of distribution adopted asprovided in this chapter, or where no plan of distribution has been adopted, asthe court may direct.
(d) The court has power to allow as expenses of theliquidation, compensation to the receiver or receivers and to attorneys in theproceeding, and to direct the payment of the compensation out of the assets ofthe corporation or the proceeds of any sale or disposition of the assets.
(e) A receiver of a corporation appointed under theprovisions of this section has authority to sue and defend in all courts in hisor her own name as receiver of the corporation. The court appointing thereceiver has exclusive jurisdiction of the corporation and its property,wherever situated.
§ 7-6-61 Procedure in liquidation ofcorporation by court. – (a) In proceedings to liquidate the assets and affairs of a corporation thecourt shall have the power to issue injunctions, to appoint a receiver orreceivers pendente lite, with such powers and duties as the court directs, andto take such other proceedings as may be requisite to preserve the corporateassets wherever situated, and carry on the affairs of the corporation until afull hearing can be had.
(b) After a hearing upon any notice that the court directs tobe given to all parties to the proceedings and to any other parties in interestdesignated by the court, the court may appoint a liquidating receiver orreceivers with authority to collect the assets of the corporation. Theliquidating receiver or receivers have authority, subject to court order, tosell, convey, and dispose of all or any part of the assets of the corporationwherever situated, either at public or private sale. The order appointing theliquidating receiver or receivers shall state their powers and duties. Thepowers and duties may be increased or diminished at any time during theproceedings.
(c) The assets of the corporation or the proceeds resultingfrom a sale, conveyance, or other disposition of the assets shall be appliedand distributed as follows:
(1) All costs and expenses of the court proceedings and allliabilities and obligations of the corporation shall be paid, satisfied, anddischarged, or adequate provision shall be made for that;
(2) Assets held by the corporation upon condition requiringreturn, transfer, or conveyance, which condition occurs because of thedissolution or liquidation, shall be returned, transferred, or conveyed inaccordance with the requirements;
(3) Assets received and held by the corporation subject tolimitations permitting their use only for charitable, religious, eleemosynary,benevolent, educational, or similar purposes, but not held upon a conditionrequiring return, transfer, or conveyance by reason of the dissolution orliquidation, shall be transferred or conveyed to one or more domestic orforeign corporations, societies, or organizations engaged in activitiessubstantially similar to those of the dissolving or liquidating corporation asthe court directs;
(4) Any other assets shall be distributed in accordance withthe provisions of the articles of incorporation or the bylaws to the extentthat the articles of incorporation or bylaws determine the distributive rightof members, or any class or classes of members, or provide for distribution toothers;
(5) Any remaining assets may be distributed to such persons,societies, organizations, or domestic or foreign corporations, whether forprofit or not for profit, specified in the plan of distribution adopted asprovided in this chapter, or where no plan of distribution has been adopted, asthe court may direct.
(d) The court has power to allow as expenses of theliquidation, compensation to the receiver or receivers and to attorneys in theproceeding, and to direct the payment of the compensation out of the assets ofthe corporation or the proceeds of any sale or disposition of the assets.
(e) A receiver of a corporation appointed under theprovisions of this section has authority to sue and defend in all courts in hisor her own name as receiver of the corporation. The court appointing thereceiver has exclusive jurisdiction of the corporation and its property,wherever situated.
§ 7-6-61 Procedure in liquidation ofcorporation by court. – (a) In proceedings to liquidate the assets and affairs of a corporation thecourt shall have the power to issue injunctions, to appoint a receiver orreceivers pendente lite, with such powers and duties as the court directs, andto take such other proceedings as may be requisite to preserve the corporateassets wherever situated, and carry on the affairs of the corporation until afull hearing can be had.
(b) After a hearing upon any notice that the court directs tobe given to all parties to the proceedings and to any other parties in interestdesignated by the court, the court may appoint a liquidating receiver orreceivers with authority to collect the assets of the corporation. Theliquidating receiver or receivers have authority, subject to court order, tosell, convey, and dispose of all or any part of the assets of the corporationwherever situated, either at public or private sale. The order appointing theliquidating receiver or receivers shall state their powers and duties. Thepowers and duties may be increased or diminished at any time during theproceedings.
(c) The assets of the corporation or the proceeds resultingfrom a sale, conveyance, or other disposition of the assets shall be appliedand distributed as follows:
(1) All costs and expenses of the court proceedings and allliabilities and obligations of the corporation shall be paid, satisfied, anddischarged, or adequate provision shall be made for that;
(2) Assets held by the corporation upon condition requiringreturn, transfer, or conveyance, which condition occurs because of thedissolution or liquidation, shall be returned, transferred, or conveyed inaccordance with the requirements;
(3) Assets received and held by the corporation subject tolimitations permitting their use only for charitable, religious, eleemosynary,benevolent, educational, or similar purposes, but not held upon a conditionrequiring return, transfer, or conveyance by reason of the dissolution orliquidation, shall be transferred or conveyed to one or more domestic orforeign corporations, societies, or organizations engaged in activitiessubstantially similar to those of the dissolving or liquidating corporation asthe court directs;
(4) Any other assets shall be distributed in accordance withthe provisions of the articles of incorporation or the bylaws to the extentthat the articles of incorporation or bylaws determine the distributive rightof members, or any class or classes of members, or provide for distribution toothers;
(5) Any remaining assets may be distributed to such persons,societies, organizations, or domestic or foreign corporations, whether forprofit or not for profit, specified in the plan of distribution adopted asprovided in this chapter, or where no plan of distribution has been adopted, asthe court may direct.
(d) The court has power to allow as expenses of theliquidation, compensation to the receiver or receivers and to attorneys in theproceeding, and to direct the payment of the compensation out of the assets ofthe corporation or the proceeds of any sale or disposition of the assets.
(e) A receiver of a corporation appointed under theprovisions of this section has authority to sue and defend in all courts in hisor her own name as receiver of the corporation. The court appointing thereceiver has exclusive jurisdiction of the corporation and its property,wherever situated.
