N.Y. Laws » CHAPTER Business Corporation / ARTICLE Judicial Dissolution
New York Consolidated Laws

N.Y. Business Corporation Law § 1106 (2026)

Order to show cause; issuance; publication, service, filing

✓ text as retrieved May 2026 (this copy records no edition or section history)
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§ 1106. Order to show cause; issuance; publication, service, filing.
  (a) Upon the presentation of such a petition, the court shall make an
order requiring the corporation and all persons interested in the
corporation to show cause before it, or before a referee designated in
the order, at a time and place therein specified, not less than four
weeks after the granting of the order, why the corporation should not be
dissolved. In connection therewith, the court may order the corporation,
its officers and directors, to furnish the court with a schedule of all
information, known or ascertainable with due diligence by them, deemed
pertinent by the court, including a statement of the corporate assets
and liabilities, and the name and address of each shareholder and of
each creditor and claimant, including any with unliquidated or
contingent claims and any with whom the corporation has unfulfilled
contracts.
  (b) A copy of the order to show cause shall be published as prescribed
therein, at least once in each of the three weeks before the time
appointed for the hearing thereon, in one or more newspapers, specified
in the order, of general circulation in the county in which the office
of the corporation is located at the date of the order.
  (c) A copy of the order to show cause shall be served upon the state
tax commission and the corporation and upon each person named in the
petition, or in any schedule provided for in paragraph (a), as a
shareholder, creditor or claimant, except upon a person whose address is
stated to be unknown, and cannot with due diligence be ascertained by
the corporation. The service shall be made personally, at least ten days
before the time appointed for the hearing, or by mailing a copy of the
order, postage prepaid, at least twenty days before the time so
appointed, addressed to the person to be served at his last known
address.
  (d) A copy of the order to show cause and the petition shall be filed,
within ten days after the order is entered, with the clerk of the county
where the office of the corporation is located at the date of the order.
A copy of each schedule furnished to the court under this section shall,
within ten days thereafter, be filed with such clerk.
  (e) Publication, service and filing provided for in this section shall
be effected by the corporation or such other persons as the court may
order.
Notes of Decisions
Cited in 13 cases, 1992–2019 · leading case: Rockland Bakery, Inc. v. B.M. Baking Co., 83 A.D.3d 1080 (N.Y. App. Div. 2d Dep't 2011).
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Rockland Bakery, Inc. v. B.M. Baking Co., 83 A.D.3d 1080 (N.Y. App. Div. 2d Dep't 2011). · cites it 2× “Here, CPLR 317 is not available to the Melinos, who were not served with the dissolution petition because they were not entitled to service pursuant to Business Corporation Law § 1106 (c). B.M.”
In re Ruivo, 305 A.D.2d 688 (N.Y. App. Div. 2d Dep't 2003). · cites it 3× “Ordered that the order is modified by adding a provision thereto directing the publication of an amended order to show cause in compliance with Business Corporation Law § 1106 (b); *689 as so modified, the order is affirmed, without costs or disbursements, and the matter is…”
In re WTB Props., Inc., 291 A.D.2d 566 (N.Y. App. Div. 2d Dep't 2002). · cites it 2× “Business Corporation Law § 1106 requires, among other things, that a copy of an order to show cause seeking dissolution be published “at least once in each of the three weeks before the time appointed for the hearing thereon” as prescribed in the order, and that a copy of the…”
In re Finando, 226 A.D.2d 634 (N.Y. App. Div. 2d Dep't 1996). · cites it 2× “After receiving notice of the proceeding in accordance with Business Corporation Law § 1106, Tina Sohn moved to dismiss the proceeding, contending that she was a necessary party to the court’s resolution of the threshold issue of whether the petitioner actually owns at least 20%…”
In re Sternberg, 181 A.D.2d 897 (N.Y. App. Div. 2d Dep't 1992). “, and to appoint a permanent receiver, and which denied his cross motion, inter alia, to dismiss the dissolution petition, or, alternatively, to compel relief pursuant to Business Corporation Law §§ 1104-a and 1118.”
Fedele v. Seybert, 250 A.D.2d 519 (N.Y. App. Div. 1st Dep't 1998). “Plaintiff never identified a section of the Business Corporation Law as a basis for dissolution, as that law requires (Business Corporation Law § 1105), and there was no compliance with the Business Corporation Law’s procedures for a dissolution petition (Business Corporation…”
In re the Dissolution of Gould Erectors & Rigging, Inc., 119 A.D.3d 1039 (N.Y. App. Div. 3d Dep't 2014). · cites it 4× “Respondents then moved to dismiss the proceeding, arguing that personal jurisdiction had not been obtained due to petitioner’s service of only the order to show cause — and not the petition — on respondents.”
Sobol v. Les Pieds Nickels, Inc., 262 A.D.2d 194 (N.Y. App. Div. 1st Dep't 1999). “*196 Further proceedings in the dissolution proceeding are required, including a hearing pursuant to Business Corporation Law § 1109, in advance of which Agostini is to be given an opportunity to “show cause” pursuant to Business Corporation Law § 1106 (a) why the subject…”
MatterofStonyCreekPreserve,Inc., No. 517784 (N.Y. App. Div. 3d Dep't Oct. 23, 2014). · cites it 7× “Respondents, together with the corporation, subsequently moved for, as pertinent here, an order dismissing the petition on the ground that the corporation was not properly served in accord with Business Corporation Law § 1106. Supreme Court denied the motion, finding that…”
In re the Dissolution of Stony Creek Preserve, Inc., 121 A.D.3d 1376 (N.Y. App. Div. 3d Dep't 2014). · cites it 7× “Respondents, together with the corporation, subsequently moved for, as pertinent here, an order dismissing the petition on the ground that the corporation was not properly served in accord with Business Corporation Law § 1106. Supreme Court denied the motion, finding that…”
Matter of Nicastro v. VJN Real Est. Corp., 175 A.D.3d 1296 (N.Y. App. Div. 2d Dep't 2019). · cites it 5× “ute further provides, in relevant part, that "[a] copy of the order to show cause shall be published as prescribed therein, at least once in each of the three weeks before the time appointed for the hearing thereon, in one or more newspapers, specified in the order," and that a…”
In re the Dissolution of Stony Creek Preserve, Inc., 121 A.D.3d 1376 (N.Y. App. Div. 3d Dep't 2014). · cites it 7× “Respondents, together with the corporation, subsequently moved for, as pertinent here, an order dismissing the petition on the ground that the corporation was not properly served in accord with Business Corporation Law § 1106. Supreme Court denied the motion, finding that…”
Show all 13 citing cases →
N.Y. Business Corporation Law § 1106(a): 1 case
Matter of Nicastro v. VJN Real Est. Corp., 175 A.D.3d 1296 (N.Y. App. Div. 2d Dep't 2019). “ute further provides, in relevant part, that "[a] copy of the order to show cause shall be published as prescribed therein, at least once in each of the three weeks before the time appointed for the hearing thereon, in one or more newspapers, specified in the order," and that a…”
N.Y. Business Corporation Law § 1106(b): 1 case
Matter of Nicastro v. VJN Real Est. Corp., 175 A.D.3d 1296 (N.Y. App. Div. 2d Dep't 2019). “ute further provides, in relevant part, that "[a] copy of the order to show cause shall be published as prescribed therein, at least once in each of the three weeks before the time appointed for the hearing thereon, in one or more newspapers, specified in the order," and that a…”
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