(1) Unless an election to purchase has been filed under section 7-114-305, a court in a judicial proceeding 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 giving notice to 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 jurisdiction over the corporation and all of its property, wherever located.
The court may appoint an individual, a domestic entity, or a foreign entity authorizedto transact business or conduct activities 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.
The court shall describe the powers and duties of the receiver or custodian in itsappointing order, which may be amended from time to time. Among other powers:
(a) The receiver:
May dispose of all or any part of the property of the corporation wherever located, ata public or private sale, if authorized by the court; and
May sue and defend in the receiver's own name as receiver of the corporation in allcourts; or
(b) 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.
The court during a receivership may redesignate the receiver a custodian, and duringa custodianship may redesignate the custodian a receiver, if doing so is in the best interests of the corporation and its shareholders and creditors.
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 such person's counsel from the assets of the corporation or proceeds from the sale of the assets.
Source: L. 93: Entire article added, p. 832, § 1, effective July 1, 1994. L. 2003: (2) amended, p. 2330, § 270, effective July 1, 2004. L. 2004: (1) amended, p. 1508, § 285, effective July 1. L. 2019: (1) amended, (SB 19-086), ch. 166, p. 1962, § 59, effective July 1, 2020.