Title 14, Chapter 3, Section 1430
( 14-3-1430)
The 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 member if it is established that: (A) The directors are deadlocked in the management of the
corporate affairs, the members 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 members generally,
because of 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 or
fraudulent in connection with the operation or management of the
business and affairs of the corporation; (C) The members 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 or would have expired; or (D) The corporate assets are being misapplied or wasted; (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 has been 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; provided, however, that all of the actions described in paragraphs
(1) through (3) of this Code section shall be stayed so long as the
corporation is contesting, in good faith, in any appropriate
proceeding, the alleged grounds for dissolution. |