16-10a-1430 - Grounds for judicial dissolution.
16-10a-1430. Grounds for judicial dissolution.
(1) A corporation may be dissolved in a proceeding by the attorney general or thedivision director 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 bylaw.
(2) A corporation may be dissolved in a proceeding by a shareholder if it is establishedthat:
(a) the directors are deadlocked in the management of the corporate affairs, theshareholders are unable to break the deadlock, irreparable injury to the corporation is threatenedor being suffered, or the business and affairs of the corporation can no longer be conducted to theadvantage of the shareholders generally, because of the deadlock;
(b) the directors or those in control of the corporation have acted, are acting, or will act ina manner that is illegal, oppressive, or fraudulent;
(c) the shareholders are deadlocked in voting power and have failed, for a period thatincludes at least two consecutive annual meeting dates, to elect successors to directors whoseterms have expired or would have expired upon the election of their successors; or
(d) the corporate assets are being misapplied or wasted.
(3) A corporation may be dissolved 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 hasbeen returned unsatisfied, and the corporation is insolvent; or
(b) the corporation is insolvent and the corporation has admitted in writing that thecreditor's claim is due and owing.
(4) A corporation may be dissolved in a proceeding by the corporation to have itsvoluntary dissolution continued under court supervision.
Enacted by Chapter 277, 1992 General Session