79-11-355 - Dissolution by court order; parties who may bring action; grounds for court-ordered dissolution.
§ 79-11-355. Dissolution by court order; parties who may bring action; grounds for court-ordered dissolution.
(1) The chancery court of the county where the corporation's principal office (or, if none in this state, its registered office) is located may dissolve a corporation:
(a) In a proceeding by the Attorney General or the Secretary of State if it is established that:
(i) The corporation obtained its articles of incorporation through fraud;
(ii) The corporation has continued to exceed or abuse the authority conferred upon it by law; or
(iii) If the corporation is a charitable organization, as defined in Section 79-11-501, that:
1. The corporate assets are being misapplied or wasted;
2. The corporation is unable to carry out its purpose(s); or
3. The corporation has violated the laws regulating the solicitation of charitable contributions, Section 79-11-501 et seq.
(b) In a proceeding by fifty (50) members or members holding five percent (5%) of the voting power, whichever is less, or by a director if it is established that:
(i) The directors are deadlocked in the management of the corporate affairs, and the members, if any, are unable to breach the deadlock;
(ii) The directors or those in control of the corporation have acted, are acting or will act in a manner that is illegal, oppressive or fraudulent;
(iii) The members are deadlocked in voting power and have failed, for a period that includes at least two (2) consecutive annual meeting dates, to elect successors to directors whose terms have, or would otherwise have, expired; or
(iv) The corporate assets are being misapplied or wasted;
(c) In a proceeding by a creditor if it is established that:
(i) The creditor's claim has been reduced to judgment, the execution on the judgment returned unsatisfied and the corporation is insolvent; or
(ii) The corporation has admitted in writing that the creditor's claim is due and owing and the corporation is insolvent; or
(d) In a proceeding by the corporation to have its voluntary dissolution continued under court supervision.
(2) Prior to dissolving a corporation, the court shall consider whether there are reasonable alternatives to dissolution.
Sources: Laws, 1987, ch. 485, § 128; Laws, 2009, ch. 547, § 3, eff from and after July 1, 2009.