§ 23-17-24-1 — Judicial dissolution; when allowable; factors considered

(a) A circuit court or superior court may
dissolve a corporation as follows:
(1) In a proceeding by the attorney general if one (1) of the
following is established:
(A) The corporation obtained the corporation's articles of
incorporation through fraud.
(B) The corporation has continued to exceed or abuse the
authority conferred upon the corporation by law.
(C) The corporation is a public benefit corporation and the
corporate assets are being misapplied or wasted.
(D) The corporation is a public benefit corporation and is no
longer able to carry out the corporation's purposes.
(2) Except as provided in the articles of incorporation or bylaws
of a religious corporation, in a proceeding by fifty (50) members
or members holding at least five percent (5%) of the voting
power, whichever is less, or by a director or a person specified in
articles of corporation, if one (1) of the following is established:
(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 have 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.
(E) The corporation is a public benefit or religious corporation
and is no longer able to carry out the corporation's purposes.
(3) In a proceeding by a creditor if either of the following is
established:
(A) The creditor's claim has been reduced to judgment, the
execution on the judgment returned unsatisfied, and the
corporation is insolvent.
(B) The corporation has admitted in writing that the creditor's
claim is due and owing and the corporation is insolvent.
(4) In a proceeding by the corporation to have the corporation's
voluntary dissolution continued under court supervision.
(b) Before dissolving a corporation, a court must consider the
following:
(1) Reasonable alternatives to dissolution.
(2) If dissolution is in the public interest if the corporation is a
public benefit corporation.
(3) If dissolution is the best way of protecting the interests of
members if the corporation is a mutual benefit corporation.

Legislative History

As added by P.L.179-1991, SEC.1.