§ 16-10a-1430 — Grounds and procedure for judicial dissolution.

(1) The attorney general or the division director may bring an action in a court with jurisdiction under Title 78A, Judiciary and Judicial Administration, to dissolve a corporation if it is established that:

(1)(a) the corporation obtained its articles of incorporation through fraud; or
(1)(b) the corporation has continued to exceed or abuse the authority conferred upon the corporation by law.
(2) A shareholder may bring an action in a court with jurisdiction under Title 78A, Judiciary and Judicial Administration, to dissolve a corporation if it is established that:

(2)(a) the directors are deadlocked in the management of the corporate affairs, the shareholders are unable to break the deadlock, 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 shareholders generally, because of the deadlock;
(2)(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;
(2)(c) the shareholders 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 upon the election of their successors; or
(2)(d) the corporate assets are being misapplied or wasted.
(3) A creditor may bring an action in a court with jurisdiction under Title 78A, Judiciary and Judicial Administration, to dissolve a corporation if it is established that:

(3)(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
(3)(b) the corporation is insolvent and the corporation has admitted in writing that the creditor's claim is due and owing.
(4) A corporation may bring an action in a court with jurisdiction under Title 78A, Judiciary and Judicial Administration, to dissolve the corporation by voluntary dissolution continued under court supervision.
(5) If an action is brought under this section, it is not necessary to make shareholders parties to the action to dissolve a corporation unless relief is sought against them individually.
(6) In a proceeding under this section, a court may:

(6)(a) issue injunctions;
(6)(b) appoint a receiver or custodian pendente lite with all powers and duties the court directs; or
(6)(c) take other action required to preserve the corporate assets wherever located and carry on the business of the corporation until a full hearing can be held.

Legislative History

Amended by Chapter 401, 2023 General Session