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      RS 12:1-1430     



§1-1430.  Grounds for judicial dissolution

A.  A district court may dissolve a corporation in any of the following:

(1)  A proceeding by the attorney general if either of the following is established:

(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.

(2)  A proceeding by a shareholder if any of the following is established:

(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.

(b)  [Reserved.]

(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.

(d)  [Reserved.]

(3)  A proceeding by a creditor if either of the following is established:

(a)  The creditor's claim has been reduced to judgment, the execution on the judgment returned unsatisfied, and the corporation is insolvent.

(b)  The corporation is insolvent and has admitted in writing that the creditor's claim is due and owing.

(4)  A proceeding by the corporation, or by shareholders of shares with at least twenty-five percent of the voting power in the corporation, to have its voluntary dissolution continued under court supervision.

(5)  A proceeding by a shareholder if the corporation has abandoned its business and has failed within a reasonable time to liquidate and distribute its assets and dissolve.

B.  Paragraph (2) of Subsection A of this Section shall not apply in the case of a corporation that, on the date of the filing of the proceeding, has shares that are covered securities under Section 18(b)(1)(A) or (B) of the Securities Act of 1933, as amended.

C.  In Subsection A of this Section, "shareholder" means a record shareholder, a beneficial shareholder, and a voting trust beneficial owner.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.

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