Liquidation and ConservatorshipLiquidation by the Commissioner
Section § 17635
This law states that if a commissioner takes control of the property and business of a licensee and determines it's pointless to continue managing it as a conservator, they can request approval from a superior court to close and liquidate the business. After a thorough court hearing, if approved, the commissioner will handle the liquidation.
Section § 17636
If a commissioner takes control of a company's property and operations, they can ask a court to appoint a receiver. This receiver's job would be to wrap up or close down the company's business affairs.
Section § 17637
This law allows the commissioner to appoint special deputies and hire necessary specialists, like accountants and lawyers, to help with liquidating and distributing a licensee’s assets. The commissioner can set their pay and cover these costs using the licensee's funds. The expenses can include part of the commissioner's salary and other related office costs that they deem reasonable for the liquidation process.
Section § 17638
If a company's financial affairs need to be settled, the commissioner has the authority to manage this process. They can collect any money owed to the company and acknowledge receipt of it, approve and pay legitimate claims, and initiate necessary legal actions to ensure liquidation. Additionally, they can handle bad debts, borrow money, and sell or transfer company property, but only with court approval after a hearing.
Section § 17639
This law says that if a company's liquidation order goes through, certain financial transactions made in the four months before that order can be canceled. These transactions can be undone if they unfairly give one creditor an advantage over others. This includes transferring property, creating a lien (a legal claim on assets), or allowing a judgment against the company.
Section § 17640
If the commissioner has control over a company's business, property, and assets, they can take certain actions even if they aren't winding up the company's affairs. In this case, the commissioner can do two main things:
(a) Request a court order from the superior court where the company's main office is located. This order would confirm any steps the commissioner has taken or authorize actions not clearly allowed by the existing law. This will involve a court hearing with notice given as directed by the court.
(b) Settle any secured debts the company owes, regardless if these debts have been formally requested for payment. These debts cannot be paid more than the security's value at the time of settlement.
Section § 17641
If a contract or lease is canceled by the commissioner, people can file claims for related damages. However, landlords can't claim more than a year's worth of rent after giving up the property, plus any unpaid rent, unless rent payments were sped up. Such claims must be filed within 30 days after the cancellation.
Section § 17642
If the commissioner decides to liquidate a licensee, they must create a detailed list of the company's assets. This list is made in two copies, with one submitted to the court and the other kept in the commissioner's office.
Section § 17643
If a decision is made to close down a licensed business, the commissioner must announce this once a week for four weeks in a widely read local newspaper near the business. This notice asks anyone who believes the business owes them money to submit their claims with proof. They have at least six months from the first announcement to do so. Additionally, within 10 days of the first notice, the commissioner has to send the information directly to anyone listed on the business's books as being owed money or having unfinished business transactions.
Section § 17644
This law requires all creditors and non-parties of an escrow transaction to submit their claims against a licensee or its property to the commissioner in writing, verified by the claimant or a representative. The submission must occur within a specified timeframe. If the claim is not submitted in this way and within the given period, it will not be recognized and cannot be enforced later.
Section § 17645
After the deadline for submitting claims has passed, the commissioner must create a detailed list of all claims that were submitted. This list must indicate which claims were approved and which were denied. The original list is filed with the court, and a copy is kept in the commissioner's office.
Section § 17646
This law states that anyone whose claim has been rejected must receive written notice within five days after the claims are filed in court. If a claimant wants to challenge the rejection, they have four months to start legal action; otherwise, they lose the right forever to pursue that claim in court.
Section § 17647
This law allows judges in the county where a business or 'licensee' is based to hold hearings about the sale, trade, or disposal of the business's property, whether it's real estate or personal property, wherever it may be located. These hearings take place at the county seat or another designated location in the county where the court usually meets.
Section § 17648
This law allows a court to instruct the commissioner to abandon a licensee's property if it's unlikely that the property can generate any value and if the expenses to maintain, preserve, or protect it would be wasted.
Section § 17649
This law allows the commissioner to manage legal actions and transactions for a licensee. The commissioner can take legal action either in their own name or the name of the licensee when managing the powers and duties given to them. They are also permitted to handle documents necessary for selling property or other transactions during the licensee's liquidation. Any document the commissioner signs is considered legally binding, as if the licensee's officers had signed it with approval from their board of directors.
Section § 17650
If a commissioner sells a licensee's real estate that's in a different county than where the court application was filed, they must record the sale approval order in the county where the property is.
Section § 17651
This section explains that once the commissioner has handled all claims except those from stockholders, provided for unclaimed liabilities, and covered all liquidation expenses, they must return any leftover assets to the licensee or its trustees. The request to do this must come from stockholders who hold the majority of shares. After this handover, the licensee or its trustees own these assets without any further claims from the commissioner.
Section § 17652
When the final dividend is paid during a company's liquidation, the commissioner must create a complete report summarizing all the money received and spent. This report must be filed with both the court and the commissioner's office. Once the court reviews and approves this report, the liquidation process is officially finished.
Section § 17653
When a court approves the final statement for the liquidation of a business, it decides how much money should be paid out to those who haven’t yet been paid. If any of these amounts remain unpaid or are unclaimed, they must be given to the Controller. These funds are then handled as abandoned property, according to specific rules in the law, and can be claimed back through a particular process.
Section § 17654
This law section explains that when a court approves the final report on a company's liquidation, it must decide what to do with the company's records. The court can order the records to be destroyed or dealt with in another way. Additionally, the court has the authority to officially dissolve the company as a corporation.