Sec. 33-898. Receivership or custodianship.
Sec. 33-898. Receivership or custodianship. (a) A court in a judicial proceeding
brought to dissolve a corporation may appoint one or more receivers to wind up and
liquidate, or one or more custodians to manage, the business and affairs of the corporation. The court shall hold a hearing, after notifying all parties to the proceeding and any
interested persons designated by the court, before appointing a receiver or custodian.
The court appointing a receiver or custodian has exclusive jurisdiction over the corporation and all of its property wherever located.
(b) The court may appoint an individual or a domestic or foreign corporation authorized to transact business in this state as a receiver or custodian. The court may require
the receiver or custodian to post bond, with or without sureties, in an amount the court
directs.
(c) The court shall describe the powers and duties of the receiver or custodian in
its appointing order, which may be amended from time to time. Among other powers:
(1) The receiver (A) may dispose of all or any part of the assets of the corporation
wherever located, at a public or private sale, if authorized by the court, and (B) may sue
and defend in his own name as receiver of the corporation in all courts of this state; (2)
the custodian may exercise all of the powers of the corporation, through or in place of
its board of directors or officers, to the extent necessary to manage the affairs of the
corporation in the best interests of its shareholders and creditors.
(d) The court during a receivership may redesignate the receiver a custodian, and
during a custodianship may redesignate the custodian a receiver, if doing so is in the
best interests of the corporation, its shareholders and creditors.
(e) The court from time to time during the receivership or custodianship may order
compensation paid and expense disbursements or reimbursements made to the receiver
or custodian and his counsel from the assets of the corporation or proceeds from the
sale of the assets.
(P.A. 94-186, S. 175, 215.)
History: P.A. 94-186 effective January 1, 1997.
Annotations to former section 33-115:
Power of equity to wind up corporation. 73 C. 590. Only courts of state where incorporated can dissolve. Id., 151; Id.,
595; 78 C. 599; 91 C. 91. Effect of decrees in receivership actions in foreign states. 73 C. 378; 78 C. 605; 79 C. 175; 212
U.S. 567. Power of equity to appoint receiver of business of foreign corporation in this state. 91 C. 91. Effect of federal
bankruptcy law. 40 C. 524; 47 C. 171; 84 C. 712; 88 C. 70; 90 C. 601. Effect of receivership proceedings. 82 C. 422.
Discretion of court as to ordering dissolution. 47 C. 172; 87 C. 656; 120 C. 243; 127 C. 32. Reopening judgment winding
up corporation on application of creditor who had no notice of proceedings. 76 C. 464. Receiver may be appointed to
enforce judgment against a corporation which has transferred property to and is acting in collusion with foreign corporation.
73 C. 587. Business run at loss may not be sufficient reason to appoint receiver. 80 C. 558. Where corporation dissolved
by writ of toquo warranto. 81 C. 472. Causes generally where offices have been usurped and assets are being wasted. 87
C. 656. Appointment for national bank. 76 C. 252; 204 U.S. 1. Application by stockholders. 76 C. 252; 87 C. 656. Motion
in error operated as supersedeas of order making appointment. 47 C. 173. Appointment of manager of corporation as
receiver discountenanced. 70 C. 473. Appointment of creditor. 73 C. 587. Removal of receiver. 66 C. 282; 70 C. 473.
Receiver as representing corporation and creditors. 66 C. 16; 73 C. 381; 74 C. 359; Id., 367; 76 C. 377; 84 C. 422. Creditor
may appear in proceedings but cannot sue stockholders. 66 C. 282. Restrictions on liability to corporation may not hold
against receiver. 75 C. 441. Assets are a trust fund for creditors. 68 C. 29; 72 C. 658; 73 C. 593. For right of receiver to
call in stock subscriptions, see note to Sec. 33-350. Right to recover dividends paid when corporation is insolvent. 72 C.
118. Receiver can sell right to call in stock subscriptions. 73 C. 379. Receiver cannot affirm wrongful investments of
directors. 75 C. 651. Agreement by corporation to call in stock at par on request, when stockholder indebted to it held
good. 82 C. 421. Right of trustee of collateral to secure debentures of corporation, as against receivers. 89 C. 645. Set-off
of debt due officer against judgment recovered by receiver. 78 C. 442. Right of creditors to set-off. 88 C. 194. Statute of
limitations in action by receivers against directors for mismanagement. 89 C. 451. Rights of creditor who has attached
property or garnisheed debt in another state. 70 C. 494; 71 C. 345. Rights of creditors with secured claims. 67 C. 324; 91
C. 58. In absence of statute, all creditors are to be treated alike. 88 C. 185. Liabilities where corporation assumed debts of
partnership it succeeded; priority of taxes; waiver of informality in presenting claim. 72 C. 57. Various claims of priorities,
including taxes considered. 76 C. 11. Orders by court as to wages to be paid by receiver and receiver's right to appeal. 69
C. 709. Extension of time to present claims. 91 C. 359. Discretion of court in authorizing receiver to compromise claim
and appeal by creditor. 88 C. 571. Discretion of court to permit its receiver to be sued; claimants should proceed in court
whose receiver has property claimed. 92 C. 98. Power of court to require claim to be litigated before another tribunal;
effect of act of congress giving exclusive jurisdiction to federal court; parties bound by judgment. 93 C. 175 ff.; Id., 194
ff. When receiver expends receivership funds to defend actions against him or the corporation in other jurisdictions, he is
bound by the result of such litigation. Id., 201. Distinction between order extending time to present claims and one directing
listing of claims in effect previously allowed. Id., 188. Where bond is given to secure contract, claim arises at once on
breach of contract, though damages unliquidated. Id., 198. Where contract is abandoned, claim accrues at that time. 94 C.
242. Trust fund theory explained. 107 C. 220. In receivership action, judgment for collection of unpaid stock subscriptions
should run against corporation and not subscribers. 104 C. 695. See notes to Secs. 33-342, 33-350. Application for appointment of receiver is addressed to sound discretion of court. 111 C. 501. Effect of deficiency in notice of hearing on appointment of receiver. Id., 608. Cited. 113 C. 646. Conflict of interests and misconduct of directors as grounds for appointment
of receiver. 127 C. 31. Fact that corporation is in voluntary dissolution does not prevent application of this statute. Id., 33.
Corporation defending may charge receiver with reasonable expenses of defense. Id., 37. Impossibility of carrying on
corporate purposes constitutes "good and sufficient reason" for dissolution. 128 C. 539. Dissension among stockholders
not grounds for dissolution unless it renders it impossible to carry on corporate affairs. Discretion of court on application
for dissolution is not to be disturbed unless there is abuse or other material error. 138 C. 18. Confers extensive equitable
powers. 141 C. 325.
Prerequisites for receivership discussed. 2 CS 94. Creditor who fails to present his claim in receivership proceedings
was barred from recovery notwithstanding that the receivership proceedings did not terminate in the dissolution of the
corporation. 12 CS 183. A demurrer to a complaint which asks for both dissolution and equitable remedy cannot be a
general one. 15 CS 123. "Good and sufficient reason" explained. 16 CS 268. Where debtor has not been adjudicated
insolvent, settlement of debts due federal and state government is on a parity basis under subsection (3). 18 CS 329.
Annotation to former section 33-116:
Purchaser should be able to rely on the court's supervision that all claims have been presented. 12 CS 183.
Annotations to former section 33-120:
Superior court has no jurisdiction to determine amount of federal taxes due from corporation; such jurisdiction is denied
it by federal statute. 96 C. 78. Likewise, it may not interfere with steps taken by federal government to collect such taxes.
Id., 79. Cited. 127 C. 36.
Annotations to former section 33-383:
Cited. 185 C. 320.
Cited. 16 CA 420.
Application for receiver is addressed to sound legal discretion of court, to be exercised with due regard for relevant
statutes and rules. 23 CS 73. In making application for receiver, controlling time for judging sufficiency of plaintiffs' stock
ownership is time court is making determination whether receiver should be appointed, not time when application is
brought. Id.
Subsec. (f):
See annotation to former section 33-116, above.
Subsec. (g):
See annotations to former section 33-120, above.