CHAPTER 47. JUDICIAL DISSOLUTION
IC 23-1-47
Chapter 47. Judicial Dissolution
IC 23-1-47-1
Judicial dissolution; when allowable
Sec. 1. The circuit or 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
(B) the corporation has continued to exceed or abuse the
authority conferred upon it by law;
(2) in a proceeding by a shareholder if it is established that:
(A) the directors are deadlocked in the management of the
corporate affairs, the shareholders 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 shareholders generally, because of the deadlock; or
(B) the shareholders 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 expired;
(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 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.
As added by P.L.149-1986, SEC.31.
IC 23-1-47-2
Venue; parties; preservation of corporate assets
Sec. 2. (a) Venue for a proceeding by the attorney general to
dissolve a corporation lies in Marion County. Venue for a proceeding
brought by any other party named in section 1 of this chapter lies in
the county where a corporation's principal office (or, if none in
Indiana, its registered office) is or was last located.
(b) It is not necessary to make shareholders parties to a
proceeding to dissolve a corporation unless relief is sought against
them individually.
(c) A court in a proceeding brought to dissolve a corporation may
issue injunctions, appoint a receiver or custodian pendente lite with
all powers and duties the court directs, 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.
As added by P.L.149-1986, SEC.31.
IC 23-1-47-3
Receivers and custodians
Sec. 3. (a) A court in a judicial proceeding brought to dissolve a
corporation may appoint one (1) or more receivers to wind up and
liquidate, or one (1) or more custodians to manage, the business and
affairs of the corporation. The court shall hold a hearing, after
notifying all parties to the proceeding and any interested persons
designated by the court, before appointing a receiver or custodian.
The court appointing a receiver or custodian has exclusive
jurisdiction over the corporation and all its property wherever
located.
(b) The court may appoint an individual or a domestic or foreign
corporation (authorized to transact business in Indiana) as a receiver
or custodian. The court may require the receiver or custodian to post
bond, with or without sureties, in an amount the court directs.
(c) The court shall describe the powers and duties of the receiver
or custodian in its appointing order, which may be amended from
time to time. Among other powers:
(1) the receiver:
(A) may dispose of all or any part of the assets of the
corporation wherever located, at a public or private sale, if
authorized by the court; and
(B) may sue and defend in the receiver's own name as
receiver of the corporation in all courts of this state; and
(2) the custodian may exercise all of the powers of the
corporation, through or in place of its board of directors or
officers, to the extent necessary to manage the affairs of the
corporation in the best interests of its shareholders and
creditors.
(d) The court during a receivership may redesignate the receiver
a custodian, and during a custodianship may redesignate the
custodian a receiver, if doing so is in the best interests of the
corporation, its shareholders, and creditors.
(e) The court from time to time during the receivership or
custodianship may order compensation paid and expense
disbursements or reimbursements made to the receiver or custodian
and the receiver's or custodian's counsel from the assets of the
corporation or proceeds from the sale of the assets.
As added by P.L.149-1986, SEC.31.
IC 23-1-47-4
Decree of dissolution; winding up affairs
Sec. 4. (a) If, after a hearing, the court determines that one (1) or
more grounds for judicial dissolution described in section 1 of this
chapter exist, it may enter a decree dissolving the corporation and
specifying the effective date of the dissolution, and the clerk of the
court shall deliver a certified copy of the decree to the secretary of
state, who shall file it.
(b) After entering the decree of dissolution, the court shall direct
the winding up and liquidation of the corporation's business and
affairs in accordance with IC 6-8.1-10-9 and IC 23-1-45-5 and the
notification of claimants in accordance with IC 23-1-45-6 and
IC 23-1-45-7.
As added by P.L.149-1986, SEC.31. Amended by P.L.73-1988,
SEC.3.