§ 7-6-60 - Jurisdiction of court to liquidate assets and affairs of the corporation.
SECTION 7-6-60
§ 7-6-60 Jurisdiction of court toliquidate assets and affairs of the corporation. – (a) The superior court has full power to liquidate the assets and affairs of acorporation:
(1) In an action by a member or director when it is made toappear:
(i) That the directors are deadlocked in the management ofthe corporate affairs and that irreparable injury to the corporation is beingsuffered or is threatened because of the deadlock, and either that the membersare unable to break the deadlock or there are no members having voting rights;or
(ii) That the acts of the directors or those in control ofthe corporation are illegal, oppressive, or fraudulent; or
(iii) That the members entitled to vote in the election ofdirectors are deadlocked in voting power and have failed for at least two (2)years to elect successors to directors whose terms have expired or would haveexpired upon the election of their successors;
(iv) That the corporate assets are being misapplied orwasted; or
(v) That the corporation is unable to carry out its purposes.
(2) In an action by a creditor:
(i) When the claim of the creditor has been reduced tojudgment and an execution on it has been returned unsatisfied and it isestablished that the corporation is insolvent; or
(ii) When the corporation has admitted in writing that theclaim of the creditor is due and owing and it is established that thecorporation is insolvent.
(3) Upon application by a corporation to have its dissolutioncontinued under the supervision of the court.
(4) When the corporation's certificate of incorporation issubject to revocation by the secretary of state and it is established thatliquidation of its affairs should precede the issuance of a certificate ofrevocation.
(b) Proceedings under this section shall be brought in thecounty in which the registered office or the principal office of thecorporation is situated.
(c) It is not necessary to make directors or members partiesto any action or proceedings unless relief is sought against them personally.