Georgia § 14-3-1430 Grounds for judicial dissolution

Georgia Statutes

§ 14-3-1430 — Grounds for judicial dissolution

The superior court may dissolve a corporation:

(1)In a proceeding by the Attorney General if it is established that:

(A)The corporation obtained its articles of incorporation through fraud or was reinstated under Code Section 14-3-1422 through fraud; or (B) The corporation has exceeded or abused, and is continuing to exceed or abuse, the authority conferred upon it by law;

(2)In a proceeding by 50 members or members holding at least 5 percent of the voting power, whichever is less, if it is established that:

(A)The directors are deadlocked in the management of the corporate affairs, the members are unable to break the deadlock, and irreparable injury to the corporation is threatened or being suffered or the business and affairs of the corporation can no longer be conducted to the advan

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The superior court may dissolve a corporation: (1) In a proceeding by the Attorney General if it is established that: (A) The corporation obtained its articles of incorporation through fraud or was reinstated under Code Section 14-3-1422 through fraud; or (B) The corporation has exceeded or abused, and is continuing to exceed or abuse, the authority conferred upon it by law; (2) In a proceeding by 50 members or members holding at least 5 percent of the voting power, whichever is less, if it is established that: (A) The directors are deadlocked in the management of the corporate affairs, the members are unable to break the deadlock, and irreparable injury to the corporation is threatened or being suffered or the business and affairs of the corporation can no longer be conducted to the advantage of the members generally, because of 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 or fraudulent in connection with the operation or management of the business and affairs of the corporation; (C) The members are deadlocked in voting power and have failed, for a period that includes at least two consecutive annual meeting dates, to elect successors to directors whose terms have expired or would have expired; or (D) The corporate assets are being misapplied or wasted; (3) 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 has been 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; or (4) In a proceeding by the corporation to have its voluntary dissolution continued under court supervision; provided, however, that all of the actions described in paragraphs (1) through (3) of this Code section shall be stayed so long as the corporation is contesting, in good faith, in any appropriate proceeding, the alleged grounds for dissolution.

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