Section 181.1430. Grounds for judicial dissolution.

 

(1)   Who may bring proceeding. The circuit court may dissolve a corporation in a proceeding brought by any of the following:

(a) The attorney general if any of the following is established:

1. That the corporation obtained its articles of incorporation through fraud.

2. That the corporation has continued to exceed or abuse the authority conferred upon it by law.

(b) Fifty members or members holding 5 percent of the voting power, whichever is less, or any person specified in the articles of incorporation, if any of the following is established:

1. That the directors are deadlocked in the management of the corporate affairs, the members are unable to break the deadlock and, because of the deadlock, either irreparable injury to the corporation is threatened or being suffered or the business and affairs of the corporation can no longer be conducted in accordance with it corporate purposes.

2. That the directors or those in control of the corporation have acted, are acting or will act in a manner that is illegal, oppressive or fraudulent.

3. That the members are deadlocked in voting power and have failed, for a period that includes at least 2 consecutive annual meeting dates, to elect successors to directors whose terms have, or would otherwise have, expired.

4. That the corporate assets are being misapplied or wasted.

5. That the corporation is no longer able to carry out its purposes.

(c) A creditor if any of the following is established:

1. That the creditor's claim has been reduced to judgment, the execution on the judgment has been returned unsatisfied and the corporation is insolvent.

2. That the corporation has admitted in writing that the creditor's claim is due and owing and the corporation is insolvent.

(d) The corporation to have its voluntary dissolution continued under court supervision.

(2)   Factors required to be considered. Before dissolving a corporation, the court shall consider all of the following:

(a) Whether there are reasonable alternatives to dissolution.

(b) Whether dissolution is the best way of protecting the interests of members or, if the corporation has no members, is in the interest of those persons or interests whom the corporation holds itself as benefiting or serving.

1997 a. 79 .