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

N.Y. Business Corporation Law § 1109 (2026)

Hearing and decision

✓ current as of May 2026
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§ 1109. Hearing and decision.
  At the time and place specified in the order to show cause, or at any
other time and place to which the hearing is adjourned, the court or the
referee shall hear the allegations and proofs of the parties and
determine the facts. The decision of the court or the report of the
referee shall be made and filed with the clerk of the court with all
convenient speed.
Notes of Decisions
Cited in 11 cases, 1985–2012 · leading case: In re the Dissolution of 1545 Ocean Avenue, LLC, 72 A.D.3d 121 (N.Y. App. Div. 2d Dep't 2010).
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In re the Dissolution of 1545 Ocean Avenue, LLC, 72 A.D.3d 121 (N.Y. App. Div. 2d Dep't 2010). “In my view, without a factual finding, we cannot meaningfully decide whether the Supreme Court providently exercised its discretion in finding that the actions of the parties rendered it not reasonably practicable for 1545 LLC to carry on its business in conformity with its…”
In re the Dissolution of Clever Innovations, Inc., 94 A.D.3d 1174 (N.Y. App. Div. 3d Dep't 2012). “Given petitioner’s unwillingness to either negotiate a sale of the estate’s shares or to include respondent in the operation of the company, we hold that Supreme Court properly determined that the estate established the “special circumstances” necessary to invoke Business…”
In re Kournianos, 175 A.D.2d 129 (N.Y. App. Div. 2d Dep't 1991). “The petitioner failed to submit evidence sufficient to establish that he owns one-half of the shares of the corporation and is therefore entitled to commence a proceeding under Business Corporation Law § 1104 (see, Matter of Three Hours Plants & Flowers [Diacomanolis — Palos],…”
Giordano v. Stark, 229 A.D.2d 493 (N.Y. App. Div. 2d Dep't 1996). “The allegations in the petition and its supporting papers were prima facie sufficient to establish a basis for dissolution pursuant to Business Corporation Law § 1104. In light of the conflicting affidavits by the parties regarding the relevant facts, the Supreme Court should…”
Ricci v. First Time Around, Inc., 112 A.D.2d 794 (N.Y. App. Div. 4th Dep't 1985). “It was an abuse of discretion to fail to order a hearing pursuant to Business Corporation Law § 1109 to resolve disputed issues of fact with respect to petitioner’s application for judicial dissolution.”
In re Finando, 226 A.D.2d 634 (N.Y. App. Div. 2d Dep't 1996). “Here, the court acquired jurisdiction over the corporation and "all persons interested in the corporation” upon compliance with the statutory notice provisions set forth in Business Corporation Law § 1106. While the circumstances of this case do require the court to conduct a…”
In re Rambusch, 143 A.D.2d 605 (N.Y. App. Div. 1st Dep't 1988). “*607 Accordingly, we reverse and remand for a hearing on the disputed issues pursuant to Business Corporation Law § 1109. Concur — Murphy, P.”
In re the Dissolution of Carrabasset Square Mgmt. Corp., 90 A.D.3d 1279 (N.Y. App. Div. 3d Dep't 2011). “Petitioner’s principal contention on this appeal is that Supreme Court erred by not holding a hearing to determine whether a forced buy-out by petitioner of respondent’s interest was a more equitable remedy than dissolution (see Business Corporation Law § 1109). We disagree.”
In re Steinberg, 249 A.D.2d 551 (N.Y. App. Div. 2d Dep't 1998). “The Supreme Court properly concluded that the petition states a cause of action for dissolution of the corporation at issue pursuant to Business Corporation Law § 1104-a (a) (1) and (2) on the grounds of “oppressive actions” and corporate waste (see, Matter of Kemp & Beatley, 64…”
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…”
In re Cohen, 215 A.D.2d 341 (N.Y. App. Div. 1st Dep't 1995). “The order of reference in this valuation proceeding pursuant to Business Corporation Law § 1118 was clearly to hear and report, and the IAS Court, which is vested under the statute with the ultimate responsibility for determination of the issue, was free to "confirm or reject”…”
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