SECTION 4889. Duties and obligations of Receivers; Meet- 4890. Open and subsisting contracts. 4892. To retain certain moneys. 4893. To retain moneys to meet demands in 4894. Order of payment of debts. 4895. Second dividend. 4896. Proceedings thereon. 4897. Debts not exhibited. 4898. Distribution of surplus to stockholders. 4899. Disposition of moneys retained. 4900. Receivers subject to control of Court, etc. SECTION 4901. Account by Receivers. 4903. Duty of Master on reference to him. 4906. Corporations excepted from provisions of 4907. Dissolution of Corporation not to abate suit, etc. 4908. New suits by Receivers. 4909. Suit commenced by Receivers, not to abate by death, etc. 4910. Suits against Corporations dissolved, how continued. R. S. of N. Y., Who may apply 1839, p. 94, etc. for dissolution. 2 Doug. Mich., 530. cation, etc. Chapter One Hundred and Eighteen of Revised Statutes of 1846. (4873.) SECTION 1. Whenever the Directors, Trustees or other officers having the management of the concerns of any corporation, or the majority of them, shall discover that the stock, property and effects of such corporation have been so far reduced by losses or otherwise, that it will not be able to pay all just demands to which it may be liable, or to afford a reasonable security to those who may deal with such corporation, or whenever such Directors, Trustees or officers, or a majority of them, shall, for any reason, deem it beneficial to the stockholders that such corporation should be dissolved, they may apply to any Court having equity jurisdiction, by petition, for a decree dissolving such corporation, pursuant to the provisions of this chapter. Contents of appli- (4874.) SEC. 2. Every such application shall contain a statement of the reasons which induce the applicants to desire a dissolution of the corporation; and there shall be annexed thereto : 1. A full, just and true inventory of all the estate, both real and personal, in law and equity, of such corporation, and of all the books, vouchers and securities relating thereto; 2. A full, just and true account of the capital stock of such corporation, specifying the names of the stockholders, their residence when known, the number of shares belonging to each, the amount paid in upon such shares respectively, and the amount still due thereon; 3. A statement of all incumbrances on the property of such corporation; 4. A full and true account of all the creditors of such corporation, and of all engagements entered into by such incorporation, which may not have been fully satisfied and canceled, specifying the place of residence of each creditor and of every person to whom such engagements were made, if known, and if not known, the fact to be so stated; the sum owing to each creditor; the nature of each debt or demand; and the true cause and consideration of such indebtedness in each case. (4875.) SEC. 3. To every such petition shall also be annexed Affidavit. an affidavit of the applicants, that the facts stated in such application, and the accounts, inventories and statements contained therein or annexed thereto, are just and true, so far as the applicants respectively know, or have the means of knowing. cause. (4876.) SEC. 4. Upon such petition, accounts, inventories order to show and affidavits being filed, an order shall be entered requiring' all persons interested in such corporation to show cause, if any they have, why such corporation should not be dissolved, before some Master in Chancery, to be named in such order, at some time and place to be therein specified, not less than three months from the date thereof. lished. (4877.) SEC. 5. Notice of the contents of such order shall Notice, how pub be published once in each week for three weeks successively, in such paper as the Court may direct, and in a newspaper published in the county where the principal place of conducting the business of such corporation shall be situated, if any newspaper be published in such county. Master. (4878.) SEC. 6. On the day appointed in such order, such Proceedings of Master shall proceed to hear the allegations and proofs of the parties, and shall take testimony in relation thereto, and shall, with all convenient speed, report the same to the Court, with a statement of the property, effects, debts, credits and engagements of such corporation, and of all other matters and things pertaining to such corporation. petition, etc. (4879.) SEC. 7. Such Master shall be entitled to the use of Master to have the original petition and schedules annexed thereto, if he require the same, by an order on the Register of the Court with whom they may be deposited, and shall return the same with his report. tion to be dissolv. 1 Paige, 258. (4880.) SEC. 8. Upon the coming in of the report of the when Corpora Master, if it shall appear to the Court that such corporation ed. is insolvent, or that for any reason a dissolution thereof will be beneficial to the stockholders, and not injurious to the public interest, a decree shall be entered, dissolving such corporation, and appointing one or more Receivers of its may be appointed estate and effects; and such corporation shall thereupon be dissolved, and shall cease. Directors, etc., (4881.) SEC. 9. Any of the Directors, Trustees or other Receivers; To officers of such corporation, or any of its stockholders, may be give security. Το Rights of Receiv. ers. Their authority. When Receivers to prosecute for appointed Receivers, who, upon entering upon the duties of their appointment, shall give such security to the People of this State, and in such penalty as the Court shall direct, conditioned for the faithful discharge of the duties of their appointment, and for the due accounting for all moneys and effects received by them as such Receivers. (4882.) SEC. 10. Such Receivers shall be vested with all the estate, real and personal, of such corporation, from the time of their having filed the security hereinbefore required, and shall be Trustees of such estate for the benefit of the creditors of such corporation, and of its stockholders. (4883.) SEC. 11. Such Receivers shall have all the power and authority conferred by law upon Trustees to whom an assignment of the estate of an insolvent debtor may be made, pursuant to the provisions of the one hundred and forty-fifth chapter of these Revised Statutes. (4884.) SEC. 12. If there shall be any sum remaining due arrears of stock. upon any share of stock subscribed in such corporation, the Receiver shall immediately proceed and recover the same, unless the person so indebted shall be wholly insolvent; and for that purpose may file his bill in any Court having equity jurisdiction, or may commence and prosecute an action at law for the recovery of such sum, without the consent of any creditors of such corporation. Receivers to give notice of their ap (4885.) SEC. 13. The Receivers, immediately on their pointment, etc. appointment, shall give notice thereof, which shall contain the same matters required by law in notices of Trustees of insolvent debtors; and in addition thereto, shall require all persons holding any open or subsisting contract of such corporation, to present the same in writing, and in detail, to such Receivers, at the time and place in such notice specified; which shall be published once in each week for six successive weeks in such paper as the Court may direct, and in a newspaper printed in the county where the principal place of conducting the business of such corporation shall have been situated, if such newspaper be there published. etc., void. Certain sales, (4886.) SEC. 14. All sales, assignments, transfers, mortgages and conveyances of any part of the estate, real or personal, including things in action, of every such corporation, made after the filing of the petition for a dissolution thereof, in payment of, or as security for, any existing or prior debt, or for any other consideration, and all judgments confessed by such corporation after that time, shall be absolutely void as against the Receivers who may be appointed on such petition, and as against the creditors of such corporation. count to Recsiv Receivers. (4887.) SEC. 15. After the first publication of the notice of Debtors to ac the appointment of Receivers, every person having possession ers; power of of any property belonging to such corporation, and every 4 Paige, 225. person indebted to such corporation, shall account and answer for the amount of such debt, and for the value of such property to the said Receivers; and all the provisions of law in respect to Trustees of insolvent debtors, the collection and preservation of the property of such debtors, the concealment and discovery thereof, and the means of enforcing such discovery, shall be applicable to the Receivers so appointed, and to the property of such corporation. (4888.) SEC. 16. Such Receivers shall have the same power Referring con to settle any controversy that shall arise between them and any debtors or creditors of such corporation, by a reference, as is given by law to Trustees of insolvent debtors, and the same proceedings shall be had for that purpose, and with the like effect; and application may be made to any officer authorized to appoint such referees on the application of the Trustees of insolvent debtors, who shall proceed therein in the same manner; and the referees shall proceed in like manner and file their report with the like effect in all respects. troversies. gations of Receiv creditors to be (4889.) SEC. 17. The Receivers shall be subject to all the Duties and obli duties and obligations imposed by law on Trustees of ers; meetings of insolvent debtors, so far as they may be applicable, except called. where other provisions are herein made, and they shall call a general meeting of the creditors of such corporation within four months from the time of their appointment, when all accounts and demands in favor of and against such corporation, and all its open and existing contracts shall be ascertained and adjusted, as far as may be, and the amount of moneys in the hands of the Receivers declared. sisting contracts, (4890.) SEC. 18. If there shall be any open and subsisting open and sub engagements or contracts of such corporation, which are in the nature of insurances or contingent engagements of any kind, the Receivers may, with the consent of the party holding such engagement, cancel and discharge the same by refunding to such party the premium or consideration paid thereon to Commissions of To retain certain moneys. To retain moneys to meet demands in suit. of debts. such corporation, or so much thereof as shall be in the same proportion to the time which shall remain of any risk assumed by such engagement, as the whole premium bore to the whole term of such risk; and upon such amount being paid by such Receivers to the person holding or being the legal owner of such engagement, it shall be deemed canceled and discharged as against such Receivers. (4891.) SEC. 19. Such Receivers shall, in addition to their actual disbursements, be entitled to such commissions as the Court shall allow, not exceeding the sum allowed by law to executors and Administrators. (4892.) SEC. 20. The Receivers shall retain out of the moneys in their hands, a sufficient amount to pay the sums which they are hereinbefore authorized to pay for the purpose of canceling and discharging any open or subsisting engagements. (4893.) SEC. 21. If any suit be pending against the corpora tion, or against the Receivers, for any demand, the Receivers may retain the proportion which would belong to such demand, if established, and the necessary costs in their hands, to be applied according to the event of such suit, or to be distributed in a second or other dividend. Order of payment (4894.) SEC. 22. The Receivers shall distribute the residue of the moneys in their hands among all those who have exhibited their claims as creditors, and whose debts have been ascertained, as follows: Second dividend. 1. All debts entitled to a preference under the laws of the United States; 2. Executions actually levied against such corporations to the extent of the property on which they shall respectively be levied, and according to their legal priority; 3. Creditors having made special deposits, if such deposits remain in kind; 4. All other creditors of such corporation, in proportion to their respective demands, without giving any preference to debts due on specialities. (4895.) SEC. 23. If the whole of the estate of such corporation be not distributed on the first dividend, the Receivers shall, within one year thereafter, and within sixteen months after their appointment, make a second dividend of all the moneys in their hands among the creditors entitled thereto; of which, and that the same will be a final dividend, notice shall be published once in each week for three weeks successively, in such paper as the Court may direct, and in a |