Section 355.726

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS

Chapter 355

Effective - 01 Jul 1995, see footnote   

  355.726.  Judicial dissolution. — 1.  The circuit 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;

  (b)  The corporation has continued to exceed or abuse the authority conferred upon it by law;

  (c)  The corporation is a public benefit corporation other than a church or convention or association of churches and the corporate assets are being misapplied or wasted; or

  (d)  The corporation is a public benefit corporation other than a church or convention or association of churches and is no longer able to carry out its purposes;

  (2)  Except as provided in the articles or bylaws of a public benefit corporation which is a church or convention or association of churches, in a proceeding by fifty members or members holding five percent of the voting power, whichever is less, or by a director or any person specified in the articles, if it is established that:

  (a)  The directors are deadlocked in the management of the corporate affairs, and the members, if any, are unable to breach 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, oppressive or fraudulent;

  (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, or would otherwise have, expired;

  (d)  The corporate assets are being misapplied or wasted; or

  (e)  The corporation is a public benefit corporation and is no longer able to carry out its purposes;

  (3)  In a proceeding by a creditor if it is established that:

  (a)  The creditor's claim has been reduced to a judgment, the execution on the judgment 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.

  2.  Prior to dissolving a corporation, the court shall consider whether:

  (1)  There are reasonable alternatives to dissolution;

  (2)  Dissolution is in the public interest, if the corporation is a public benefit corporation other than a church or convention or association of churches;

  (3)  Dissolution is the best way of protecting the interests of members, if the corporation is a mutual benefit corporation.

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(L. 1994 H.B. 1095)

Effective 7-01-95