§ 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 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 best way of protecting the
interests of members, if the corporation is a mutual benefit
corporation.