Section 17-19-1430 - Grounds for Judicial Dissolution

17-19-1430. Grounds for judicial dissolution. (a) The district court may dissolve a corporation: (i) In a proceeding by the attorney general if it is established that: (A) The corporation obtained its articles of incorporation through fraud; (B) The corporation has continued to exceed or abuse the authority conferred upon it by law; (C) The corporation is a public benefit corporation and the corporate assets are being misapplied or wasted; or (D) The corporation is a public benefit corporation and is no longer able to carry out its purposes. (ii) Except as provided in the articles or bylaws of a religious corporation, in a proceeding by fifty (50) members or members holding five percent (5%) of the voting power, whichever is less, or by a director or any person specified in the articles, if it is established that: (A) The directors are deadlocked in the management of the corporate affairs, and the members, if any, are unable to break the deadlock; (B) 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; (C) The members are deadlocked in voting power and have failed, for a period that includes

of the corporation have acted, are acting or will act in a manner that is illegal, oppressive or fraudulent; (C) 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; (D) The corporate assets are being misapplied or wasted; or (E) The corporation is a public benefit or religious corporation and is no longer able to carry out its purposes. (iii) In a proceeding by a creditor if it is established that: (A) The creditor's claim has been reduced to judgment, the execution on the judgment returned unsatisfied and the corporation is insolvent; or (B) The corporation has admitted in writing that the creditor's claim is due and owing and the corporation is insolvent. (iv) In a proceeding by the corporation to have its voluntary dissolution continued under court supervision. (b) Prior to dissolving a corporation, the court shall consider whether: (i) There are reasonable alternatives to dissolution; (ii) Dissolution is in the public interest, if the corporation is a public benefit corporation; and (iii) Dissolution is the

ll consider whether: (i) There are reasonable alternatives to dissolution; (ii) Dissolution is in the public interest, if the corporation is a public benefit corporation; and (iii) Dissolution is the best way of protecting the interests of members, if the corporation is a mutual benefit corporation.