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REGULATORY BODY: Attorney General

STATUTE TEXT: Section 10A-3-7.08Involuntary dissolution - Procedure; notification to Attorney General. The Secretary of State shall certify to the Attorney General, from time to time, the names of all nonprofit corporations which have given cause for dissolution as provided in this chapter, together with the facts pertinent thereto. Whenever the Secretary of State shall certify the name of a nonprofit corporation to the Attorney General as having given any cause for dissolution, the Secretary of State shall concurrently mail to the nonprofit corporation at its registered office a notice that the certification has been made. Upon the receipt of the certification, the Attorney General shall, no sooner than 30 days nor more than 90 days after the receipt, file an action in the name of the State of Alabama against the nonprofit corporation for its dissolution. If, before an action is filed, the nonprofit corporation shall appoint or maintain a registered agent as provided in this title, or shall file with the judge of probate the required statement of change of registered agent, the fact shall be forthwith certified by the Secretary of State to the Attorney General and he or she shall not file an action against the nonprofit corporation for the cause. If, after an action is filed, the nonprofit corporation shall appoint or maintain a registered agent as provided in this title, or shall file with the judge of probate the required statement of change of registered agent, and shall pay the costs of the action, the action for the cause shall abate. (Acts 1984, No. 84-290, p. 502, ss55; ss10-3A-147; amended and renumbered by Act 2009-513, p. 967, ss192.)

NOTES: Ala. Code § 10A-3-7.08

REGULATORY BODY: Other

STATUTE TEXT: Section 10A-3-7.16 Filing of order of dissolution. In case the court shall enter an order dissolving a nonprofit corporation, it shall be the duty of the court to cause a certified copy of the order to be filed with the judge of probate in the county in which the certificate of formation was filed and with the Secretary of State. No fee shall be charged by the judge of probate or the Secretary of State for the filing thereof. (Acts 1984, No. 84-290, p. 502, ss63; ss10-3A-155; amended and renumbered by Act 2009-513, p. 967, ss192.)

NOTES: Probate court and Secretary of State § 10A-3-7.16

REGULATORY BODY: Other

STATUTE TEXT: If the court enters a decree dissolving a corporation, the clerk of the court shall file a certified copy of the decree with the commissioner. A fee may not be charged for this filing.

NOTES: Court - AS § 10.20.440; Filing with Comissioner - AS § 10.20.440

REGULATORY BODY: Other

STATUTE TEXT: If the court enters a decree dissolving a corporation, the clerk of the court shall file a certified copy of the decree with the commissioner. A fee may not be charged for this filing.

NOTES: Court - AS § 10.20.440; Filing with Comissioner - AS § 10.20.440

REGULATORY BODY: Attorney General

STATUTE TEXT:

NOTES: AG brings action A.R.S. § 10-11431

REGULATORY BODY: Other

STATUTE TEXT:

NOTES: Dept. of Corp Receives and files court decree A.R.S. § 10-11433

REGULATORY BODY: Attorney General

STATUTE TEXT: A corporation incorporated under the provisions of the Arkansas Nonprofit Corporation Act, ssss 4-28-201 – 4-28-206 and 4-28-209 – 4-28-224, may be dissolved involuntarily by a decree of the Pulaski County Circuit Court in an action filed by the Attorney General or by a decree of the circuit court of the county in which that corporation is domiciled in an action filed by the prosecuting attorney when it is established that: (1) The corporation procured its articles of incorporation through fraud; (2) The corporation has continued to exceed or abuse the authority conferred upon it by law; (3) The corporation has failed for ninety (90) days to appoint and maintain a registered agent in this state; (4) The corporation has failed to keep proper accounting records as provided in the Arkansas Nonprofit Corporation Act, ssss 4-28-201 – 4-28-206 and 4-28-209 – 4-28-224; (5) The corporation constitutes a public nuisance; or (6) The corporation has violated the laws of this state or the rules of any state regulatory board or commission having jurisdiction of any activity of the corporation.

NOTES: A.C.A. § 4-28-222; A.C.A. § 4-33-1430

REGULATORY BODY: Attorney General

STATUTE TEXT:

NOTES: A.C.A. § 4-28-222; A.C.A. § 4-33-1430

REGULATORY BODY: Other

STATUTE TEXT:

NOTES: Secretary of State A.C.A. § 4-33-1433

REGULATORY BODY: Attorney General

STATUTE TEXT: (a)The Attorney General may bring an action against any corporation or purported corporation in the name of the people of this state, upon the Attorney Generalis own information or upon complaint of a private party, to procure a judgment dissolving the corporation and annulling, vacating or forfeiting its corporate existence upon any of the following grounds: (1)The corporation has seriously offended against any provision of the statutes regulating corporations or charitable organizations. Terms Used In California Corporations Code 6511Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.Complaint: A written statement by the plaintiff stating the wrongs allegedly committed by the defendant.Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.County: includes “city and county. See California Education Code 17491State: means the State of California, unless applied to the different parts of the United States. See California Education Code 77 (2)The corporation has fraudulently abused or usurped corporate privileges or powers. (3)The corporation has violated any provision of law by any act or default which under the law is a ground for forfeiture of corporate existence. (4)The corporation has failed to pay to the Franchise Tax Board for a period of five years any tax imposed upon it by the Bank and Corporation Tax Law. (b)If the ground of the action is a matter or act which the corporation has done or omitted to do that can be corrected by amendment of its articles or by other corporate action, such suit shall not be maintained unless (1) the Attorney General, at least 30 days prior to the institution of suit, has given the corporation written notice of the matter or act done or omitted to be done and (2) the corporation has failed to institute proceedings to correct it within the 30-day period or thereafter fails to duly and properly make such amendment or take the corrective corporate action. (c)In any such action the court may order dissolution or such other or partial relief as it deems just and expedient. The court also may appoint a receiver for winding up the affairs of the corporation or may order that the corporation be wound up by its board subject to the supervision of the court. (d)Service of process on the corporation may be made pursuant to Chapter 17 (commencing with Section 1700) of Division 1 or by written notice to the president or secretary of the corporation at the address indicated in the corporationis last tax return filed pursuant to the Bank and Corporation Tax Law. The Attorney General shall also publish one time in a newspaper of general circulation in the proper county a notice to the members of the corporation. (Added by Stats. 1978, Ch. 567.)

NOTES: Public Benefit Corp - Cal. Corp. Code § 6511; Mutual Benefit Corp. - Cal.Corp.Code § 8511; Religious Corp - Cal.Corp.Code § 9680

REGULATORY BODY: Attorney General

STATUTE TEXT: (a)The Attorney General may bring an action against any corporation or purported corporation in the name of the people of this state, upon the Attorney Generalis own information or upon complaint of a private party, to procure a judgment dissolving the corporation and annulling, vacating or forfeiting its corporate existence upon any of the following grounds: (1)The corporation has seriously offended against any provision of the statutes regulating corporations. Terms Used In California Corporations Code 8511Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.Complaint: A written statement by the plaintiff stating the wrongs allegedly committed by the defendant.Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.County: includes “city and county. See California Education Code 17491State: means the State of California, unless applied to the different parts of the United States. See California Education Code 77 (2)The corporation has fraudulently abused or usurped corporate privileges or powers. (3)The corporation has violated any provision of law by any act or default which under the law is a ground for forfeiture of corporate existence. (4)The corporation has failed to pay to the Franchise Tax Board for a period of five years any tax imposed upon it by the Bank and Corporation Tax Law. (b)If the ground of the action is a matter or act which the corporation has done or omitted to do that can be corrected by amendment of its articles or by other corporate action, such suit shall not be maintained unless (1) the Attorney General, at least 30 days prior to the institution of suit, has given the corporation written notice of the matter or act done or omitted to be done and (2) the corporation has failed to institute proceedings to correct it within the 30-day period or thereafter fails to duly and properly make such amendment or take the corrective corporate action. (c)In any such action the court may order dissolution or such other or partial relief as it deems just and expedient. The court also may appoint a receiver for winding up the affairs of the corporation or may order that the corporation be wound up by its board subject to the supervision of the court. (d)Service of process on the corporation may be made pursuant to Chapter 17 (commencing with Section 1700) of Division 1 or by written notice to the president or secretary of the corporation at the address indicated in the corporationis last tax return filed pursuant to the Bank and Corporation Tax Law. The Attorney General shall also publish one time in a newspaper of general circulation in the proper county a notice to the members of the corporation. (Added by Stats. 1978, Ch. 567.)

NOTES: Public Benefit Corp - Cal. Corp. Code § 6511; Mutual Benefit Corp. - Cal.Corp.Code § 8511; Religious Corp - Cal.Corp.Code § 9680

REGULATORY BODY: Attorney General

STATUTE TEXT: (a)Chapters 16 (commencing with Section 6610) and 17 (commencing with Section 6710) of Part 2 apply to religious corporations except for Sections 6610, 6614, 6710, 6711 and 6716. (b)(1)Any corporation may elect voluntarily to wind up and dissolve (A) by approval of a majority of all the members (Section 5033) or (B) by approval of the board and approval of the members (Section 5034). Terms Used In California Corporations Code 9680Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.Bankruptcy: Refers to statutes and judicial proceedings involving persons or businesses that cannot pay their debts and seek the assistance of the court in getting a fresh start. Under the protection of the bankruptcy court, debtors may discharge their debts, perhaps by paying a portion of each debt. Bankruptcy judges preside over these proceedings.Bylaws: as used in this part means the code or codes of rules used, adopted, or recognized for the regulation or management of the affairs of the corporation irrespective of the name or names by which such rules are designated. See California Corporations Code 9150Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.County: includes “city and county. See California Education Code 17491directors: means natural persons, designated in the articles or bylaws or elected by the incorporators, and their successors and natural persons designated, elected, or appointed by any other name or title to act as members of the governing body of the corporation. See California Government Code 31831.2Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.Person: includes a corporation as well as a natural person. See California Education Code 17496Quorum: The number of legislators that must be present to do business.Subdivision: means a subdivision of the section in which the term appears unless some other section is expressly mentioned. See California Education Code 17486 (2)Any corporation which comes within one of the following descriptions may elect by approval of the board to wind up and dissolve: (A)A corporation which has been the subject of an order for relief in bankruptcy. (B)A corporation which has disposed of all its assets and has not conducted any activity for a period of five years immediately preceding the adoption of the resolution electing to dissolve the corporation. (C)A corporation which has no members. (D)A corporation which is required to dissolve under provisions of its articles adopted pursuant to subparagraph (i) of paragraph (2) of subdivision (a) of Section 9132. (3)If a corporation comes within one of the descriptions in paragraph (2) and if the number of directors then in office is less than a quorum, it may elect to voluntarily wind up and dissolve by any of the following: (A)The unanimous consent of the directors then in office. (B)The affirmative vote of a majority of the directors then in office at a meeting held pursuant to waiver of notice by those directors complying with paragraph (3) of subdivision (a) of Section 9211. (C)The vote of a sole remaining director. (4)If a corporation elects to voluntarily wind up and dissolve pursuant to paragraph (3), references to the board in this chapter shall be deemed to be to a board consisting solely of those directors or that sole director and action by the board shall require at least the same consent or vote as would be required under paragraph (3) for an election to wind up and dissolve. (c)If a corporation is in the process of voluntary winding up, the superior court of the proper county, upon the petition of (1) the corporation, or (2) the authorized number (Section 5036), or (3) the Attorney General, or (4) three or more creditors, and upon such notice to the corporation and members and creditors as the court may order, may take jurisdiction over the voluntary winding up proceeding if that appears necessary for the protection of the assets of the corporation. The court, if it assumes jurisdiction, may make such orders as to any and all matters concerning the winding up of the affairs of the corporation and the protection of its creditors and its assets as justice and equity may require. Chapter 15 (commencing with Section 6510) (except Sections 6510 and 6511) shall apply to those court proceedings. (d)The powers and duties of the directors (or other persons appointed by the court pursuant to Section 6515) and officers after commencement of a dissolution proceeding include, but are not limited to, the following acts in the name and on behalf of the corporation: (1)To elect officers and to employ agents and attorneys to liquidate or wind up its affairs. (2)To continue the conduct of the affairs of the corporation insofar as necessary for the disposal or winding up thereof. (3)To carry out contracts and collect, pay, compromise, and settle debts and claims for or against the corporation. (4)To defend suits brought against the corporation. (5)To sue, in the name of the corporation, for all sums due or owing to the corporation or to recover any of its property. (6)To collect any amounts remaining unpaid on memberships or to recover unlawful distributions. (7)Subject to the provisions of Section 9142, to sell at public or private sale, exchange, convey, or otherwise dispose of all or any part of the assets of the corporation in an amount deemed reasonable by the board without compliance with Section 9631, and to execute bills of sale and deeds of conveyance in the name of the corporation. (8)In general, to make contracts and to do any and all things in the name of the corporation which may be proper or convenient for the purposes of winding up, settling and liquidating the affairs of the corporation. (e)After complying with Section 6713: (1)Except as provided in Section 6715, all of a corporationis assets shall be disposed of on dissolution in conformity with its articles or bylaws subject to complying with the provisions of any trust under which such assets are held. (2)Except as provided in subdivision (3), the disposition required in subdivision (1) shall be made by decree of the superior court of the proper county. The decree shall be made upon petition therefor, upon 30 daysi notice to the Attorney General, by any person concerned in the dissolution. (3)The disposition required in subdivision (1) may be made without the decree of the superior court, subject to the rights of persons concerned in the dissolution, if the Attorney General makes a written waiver of objections to the disposition. (f)A vacancy on the board may be filled during a winding up proceeding in the manner provided in Section 9224. (g)Chapter 15 (commencing with Section 6510) does not apply to religious corporations except to the extent its provisions apply under subdivision (d) of Section 6617, subdivision (c) of Section 6719, or subdivision (c) or (d) of this section. (Amended by Stats. 2009, Ch. 631, Sec. 35. (AB 1233) Effective January 1, 2010.)

NOTES: Public Benefit Corp - Cal. Corp. Code § 6511; Mutual Benefit Corp. - Cal.Corp.Code § 8511; Religious Corp - Cal.Corp.Code § 9680

REGULATORY BODY: Other

STATUTE TEXT: Whenever a corporation is dissolved or its existence forfeited by order, decree or judgment of a court, a copy of the order, decree or judgment, certified by the clerk of court, shall forthwith be filed. The Secretary of State shall notify the Franchise Tax Board of the dissolution. (Amended by Stats. 2006, Ch. 773, Sec. 20. Effective September 29, 2006.)

NOTES: Judgement Filed with Sec.of State, who is to inform Franchise Tax Board of dissolution: Public Benefit Corp. Cal.Corp.Code § 6519; Mutual Benefit Cal.Corp.Code § 8519

REGULATORY BODY: Other

STATUTE TEXT: Whenever a corporation is dissolved or its existence forfeited by order, decree or judgment of a court, a copy of the order, decree or judgment, certified by the clerk of court, shall forthwith be filed. The Secretary of State shall notify the Franchise Tax Board of the dissolution. (Amended by Stats. 2006, Ch. 773, Sec. 27. Effective September 29, 2006.)

NOTES: Judgement Filed with Sec.of State, who is to inform Franchise Tax Board of dissolution: Public Benefit Corp. Cal.Corp.Code § 6519; Mutual Benefit Cal.Corp.Code § 8519

REGULATORY BODY: Attorney General

STATUTE TEXT: (1)A nonprofit corporation may be dissolved in a proceeding by the attorney general if it is established that: (a)The nonprofit corporation obtained its articles of incorporation through fraud; or (b)The nonprofit corporation has continued to exceed or abuse the authority conferred upon it by law. (2)A nonprofit corporation may be dissolved in a proceeding by a director or member if it is established that: (a)The directors are deadlocked in the management of the corporate affairs, the members, if any, are unable to break the deadlock, and irreparable injury to the nonprofit corporation is threatened or being suffered; (b)The directors or those otherwise in control of the nonprofit 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 expired or would have expired upon the election of their successors; or (d)The corporate assets are being misapplied or wasted. (3)A nonprofit 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 has been returned unsatisfied, and the nonprofit corporation is insolvent; or (b)The nonprofit corporation is insolvent and the nonprofit corporation has admitted in writing that the creditor’s claim is due and owing. (4)(a)If a nonprofit corporation has been dissolved by voluntary action taken under part 1 of this article: (I)The nonprofit corporation may bring a proceeding to wind up and liquidate its business and affairs under judicial supervision in accordance with section 7-134-105 ; and (II)The attorney general, a director, a member, or a creditor may bring a proceeding to wind up and liquidate the affairs of the nonprofit corporation under judicial supervision in accordance with section 7-134-105 , upon establishing the grounds set forth in subsections (1) to (3) of this section. (b)As used in sections 7-134-302 to 7-134-304 , a i proceeding to dissolve a nonprofit corporation i includes a proceeding brought under this subsection (4), and a idecree of dissolutioni includes an order of court entered in a proceeding under this subsection (4) that directs that the affairs of a nonprofit corporation shall be wound up and liquidated under judicial supervision.

NOTES: C.R.S.A. § 7-134-301

REGULATORY BODY: Other

STATUTE TEXT: (1)If after a hearing the court determines that one or more grounds for judicial dissolution described in section 7-134-301 exist, it may enter a decree dissolving the nonprofit corporation and stating the effective date of the dissolution, and the clerk of the court shall deliver a certified copy of the decree to the secretary of state for filing pursuant to part 3 of article 90 of this title. (2)After entering the decree of dissolution, the court shall direct the winding up and liquidation of the nonprofit corporation’s activities in accordance with section 7-134-105 and the giving of notice to claimants in accordance with sections 7-90-911 and 7-90-912 . (3)The court’s order or decision may be appealed as in other civil proceedings.

NOTES: Decree filed with Sec. of State C.R.S.A. § 7-134-304

REGULATORY BODY: Attorney General

STATUTE TEXT: (a) The superior court for the judicial district where the corporation’s principal office or, if none in this state, its registered office, is located may dissolve a corporation:(1) In a proceeding by a member or a director if it is established that: (A) 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; or (B) the corporate assets are being misapplied or wasted;(2) 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 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;(3) In a proceeding by the corporation to have its voluntary dissolution continued under court supervision; or(4) In a proceeding by the Attorney General in proceedings in the nature of quo warranto.(b) The superior court for the judicial district where the corporation’s principal office or, if none in this state, its registered office, is located shall dissolve a corporation: (1) In a proceeding by a member or members having voting power sufficient under the circumstances to dissolve the corporation pursuant to the certificate of incorporation; (2) in a proceeding by a member or a director when it is established that (A) under the provisions of sections 33-1000 to 33-1290, inclusive, or of the certificate of incorporation or bylaws, the directors are deadlocked in the management of the corporate affairs and the members, if any, are unable to break the deadlock, or (B) if there are members entitled to vote for the election of directors, such members are deadlocked in voting power for the election of directors and for that reason have been unable at the next preceding annual meeting to agree upon or vote for directors as successors to directors whose term would normally have expired upon the election of their successors.(P.A. 96-256, S. 128, 209.)History: P.A. 96-256 effective January 1, 1997.

NOTES: C.G.S. §33-1187 et seq. (Nonstock Corp); C.G.S. §33-264f (Religious Corps/Societies)

REGULATORY BODY: Attorney General

STATUTE TEXT:

NOTES: C.G.S. §33-1187 et seq. (Nonstock Corp); C.G.S. §33-264f (Religious Corps/Societies)

REGULATORY BODY: Other

STATUTE TEXT: (a) If after a hearing the court determines that one or more grounds for judicial dissolution described in section 33-1187 exist, it may, in the case of the grounds specified in subsection (a) of said section, and shall, in the case of the grounds specified in subsection (b) of said section, enter a decree dissolving the corporation and specifying the effective date of the dissolution, and the clerk of the court shall deliver a certified copy of the decree to the Secretary of the State, who shall file it.(b) After entering the decree of dissolution, the court shall direct the winding up and liquidation of the corporation’s activities and affairs in accordance with section 33-1174 and the notification of claimants in accordance with sections 33-1177 and 33-1178.(P.A. 96-256, S. 131, 209.)History: P.A. 96-256 effective January 1, 1997.

NOTES: Decree of dissolution (filed with Sec. of State), C.G.S. §33-1190. Deposit of assets with State Treasurer or other state official, C.G.S. §33-1193 (Nonstock Corp)

REGULATORY BODY: Other

STATUTE TEXT: Assets of a dissolved corporation that should be transferred to a creditor, claimant or member of the corporation who cannot be found or who is not competent to receive them shall be reduced to cash and deposited for safekeeping with the State Treasurer or other state official empowered to hold such assets. When the creditor, claimant or member furnishes satisfactory proof of entitlement to the amount deposited, the State Treasurer or such other state official shall pay him or his representative that amount.(P.A. 96-256, S. 132, 209.)History: P.A. 96-256 effective January 1, 1997.

NOTES: Decree of dissolution (filed with Sec. of State), C.G.S. §33-1190. Deposit of assets with State Treasurer or other state official, C.G.S. §33-1193 (Nonstock Corp)

REGULATORY BODY: Attorney General

STATUTE TEXT: (a) If the stockholders of a corporation of this State, having only 2 stockholders each of which own 50% of the stock therein, shall be engaged in the prosecution of a joint venture and if such stockholders shall be unable to agree upon the desirability of discontinuing such joint venture and disposing of the assets used in such venture, either stockholder may, unless otherwise provided in the certificate of incorporation of the corporation or in a written agreement between the stockholders, file with the Court of Chancery a petition stating that it desires to discontinue such joint venture and to dispose of the assets used in such venture in accordance with a plan to be agreed upon by both stockholders or that, if no such plan shall be agreed upon by both stockholders, the corporation be dissolved. Such petition shall have attached thereto a copy of the proposed plan of discontinuance and distribution and a certificate stating that copies of such petition and plan have been transmitted in writing to the other stockholder and to the directors and officers of such corporation. The petition and certificate shall be executed and acknowledged in accordance with ss 103 of this title. (b) Unless both stockholders file with the Court of Chancery: (1) Within 3 months of the date of the filing of such petition, a certificate similarly executed and acknowledged stating that they have agreed on such plan, or a modification thereof, and (2) Within 1 year from the date of the filing of such petition, a certificate similarly executed and acknowledged stating that the distribution provided by such plan had been completed, the Court of Chancery may dissolve such corporation and may by appointment of 1 or more trustees or receivers with all the powers and title of a trustee or receiver appointed under ss 279 of this title, administer and wind up its affairs. Either or both of the above periods may be extended by agreement of the stockholders, evidenced by a certificate similarly executed, acknowledged and filed with the Court of Chancery prior to the expiration of such period. (c) In the case of a charitable nonstock corporation, the petitioner shall provide a copy of any petition referred to in subsection (a) of this section to the Attorney General of the State of Delaware within 1 week of its filing with the Court of Chancery. 8 Del. C. 1953, ss 273; 56 Del. Laws, c. 50; 70 Del. Laws, c. 349, ss 23; 77 Del. Laws, c. 253, ss 59.

NOTES: 8 Del.C. § 273 § 273. Dissolution of joint venture corporation having 2 stockholders (“[c] In the case of a charitable nonstock corporation, the petitioner shall provide a copy of any petition referred to in subsection (a) of this section to the Attorney General of the State of Delaware within 1 week of its filing with the Court of Chancery.”)

REGULATORY BODY: Attorney General

STATUTE TEXT: (a) If the stockholders of a corporation of this State, having only 2 stockholders each of which own 50% of the stock therein, shall be engaged in the prosecution of a joint venture and if such stockholders shall be unable to agree upon the desirability of discontinuing such joint venture and disposing of the assets used in such venture, either stockholder may, unless otherwise provided in the certificate of incorporation of the corporation or in a written agreement between the stockholders, file with the Court of Chancery a petition stating that it desires to discontinue such joint venture and to dispose of the assets used in such venture in accordance with a plan to be agreed upon by both stockholders or that, if no such plan shall be agreed upon by both stockholders, the corporation be dissolved. Such petition shall have attached thereto a copy of the proposed plan of discontinuance and distribution and a certificate stating that copies of such petition and plan have been transmitted in writing to the other stockholder and to the directors and officers of such corporation. The petition and certificate shall be executed and acknowledged in accordance with ss 103 of this title. (b) Unless both stockholders file with the Court of Chancery: (1) Within 3 months of the date of the filing of such petition, a certificate similarly executed and acknowledged stating that they have agreed on such plan, or a modification thereof, and (2) Within 1 year from the date of the filing of such petition, a certificate similarly executed and acknowledged stating that the distribution provided by such plan had been completed, the Court of Chancery may dissolve such corporation and may by appointment of 1 or more trustees or receivers with all the powers and title of a trustee or receiver appointed under ss 279 of this title, administer and wind up its affairs. Either or both of the above periods may be extended by agreement of the stockholders, evidenced by a certificate similarly executed, acknowledged and filed with the Court of Chancery prior to the expiration of such period. (c) In the case of a charitable nonstock corporation, the petitioner shall provide a copy of any petition referred to in subsection (a) of this section to the Attorney General of the State of Delaware within 1 week of its filing with the Court of Chancery. 8 Del. C. 1953, ss 273; 56 Del. Laws, c. 50; 70 Del. Laws, c. 349, ss 23; 77 Del. Laws, c. 253, ss 59.

NOTES: 8 Del.C. § 273 § 273. Dissolution of joint venture corporation having 2 stockholders (“[c] In the case of a charitable nonstock corporation, the petitioner shall provide a copy of any petition referred to in subsection (a) of this section to the Attorney General of the State of Delaware within 1 week of its filing with the Court of Chancery.”)

REGULATORY BODY: Other

STATUTE TEXT: (a) Whenever it shall be desired to dissolve any nonstock corporation, the governing body shall perform all the acts necessary for dissolution which are required by ss 275 of this title to be performed by the board of directors of a corporation having capital stock. If any members of a nonstock corporation are entitled to vote for the election of members of its governing body or are entitled to vote for dissolution under the certificate of incorporation or the bylaws of such corporation, such members shall perform all the acts necessary for dissolution which are contemplated by ss 275 of this title to be performed by the stockholders of a corporation having capital stock, including dissolution without action of the members of the governing body if all the members of the corporation entitled to vote thereon shall consent in writing and a certificate of dissolution shall be filed with the Secretary of State pursuant to ss 275(d) of this title. If there is no member entitled to vote thereon, the dissolution of the corporation shall be authorized at a meeting of the governing body, upon the adoption of a resolution to dissolve by the vote of a majority of members of its governing body then in office. In all other respects, the method and proceedings for the dissolution of a nonstock corporation shall conform as nearly as may be to the proceedings prescribed by ss 275 of this title for the dissolution of corporations having capital stock. (b) If a nonstock corporation has not commenced the business for which the corporation was organized, a majority of the governing body or, if none, a majority of the incorporators may surrender all of the corporation rights and franchises by filing in the office of the Secretary of State a certificate, executed and acknowledged by a majority of the incorporators or governing body, conforming as nearly as may be to the certificate prescribed by ss 274 of this title. 8 Del. C. 1953, ss 276; 56 Del. Laws, c. 50; 66 Del. Laws, c. 136, ss 35; 77 Del. Laws, c. 253, ss 60.

NOTES: § 276. Dissolution of nonstock corporation; Sec. of State 8 Del.C. § 276

REGULATORY BODY: Other

STATUTE TEXT: (a) Whenever it shall be desired to dissolve any nonstock corporation, the governing body shall perform all the acts necessary for dissolution which are required by ss 275 of this title to be performed by the board of directors of a corporation having capital stock. If any members of a nonstock corporation are entitled to vote for the election of members of its governing body or are entitled to vote for dissolution under the certificate of incorporation or the bylaws of such corporation, such members shall perform all the acts necessary for dissolution which are contemplated by ss 275 of this title to be performed by the stockholders of a corporation having capital stock, including dissolution without action of the members of the governing body if all the members of the corporation entitled to vote thereon shall consent in writing and a certificate of dissolution shall be filed with the Secretary of State pursuant to ss 275(d) of this title. If there is no member entitled to vote thereon, the dissolution of the corporation shall be authorized at a meeting of the governing body, upon the adoption of a resolution to dissolve by the vote of a majority of members of its governing body then in office. In all other respects, the method and proceedings for the dissolution of a nonstock corporation shall conform as nearly as may be to the proceedings prescribed by ss 275 of this title for the dissolution of corporations having capital stock. (b) If a nonstock corporation has not commenced the business for which the corporation was organized, a majority of the governing body or, if none, a majority of the incorporators may surrender all of the corporation rights and franchises by filing in the office of the Secretary of State a certificate, executed and acknowledged by a majority of the incorporators or governing body, conforming as nearly as may be to the certificate prescribed by ss 274 of this title. 8 Del. C. 1953, ss 276; 56 Del. Laws, c. 50; 66 Del. Laws, c. 136, ss 35; 77 Del. Laws, c. 253, ss 60.

NOTES: § 276. Dissolution of nonstock corporation; Sec. of State 8 Del.C. § 276

REGULATORY BODY: Attorney General

STATUTE TEXT: 617.1430 Grounds for judicial dissolution.oA circuit court may dissolve a corporation:(1)(a) In a proceeding by the Department of Legal Affairs if it is established that: 1. The corporation obtained its articles of incorporation through fraud; or 2. The corporation has continued to exceed or abuse the authority conferred upon it by law. (b) The enumeration in paragraph (a) of grounds for judicial dissolution does not exclude actions or special proceedings by the Department of Legal Affairs or any state official for the annulment or dissolution of a corporation for other causes as provided by law. (2) In a proceeding brought by at least 50 members or members holding at least 10 percent of the voting power, whichever is less, or by a member or group or percentage of members as otherwise provided in the articles of incorporation or bylaws, or by a director or any person authorized in the articles of incorporation, 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; (b) The members are deadlocked in voting power and have failed to elect successors to directors whose terms have expired or would have expired upon qualification of their successors; or (c) The corporate assets are being misapplied or wasted. (3) In a proceeding by a creditor if it is established that: (a) The creditoris claim has been reduced to judgment, the execution on the judgment returned unsatisfied, and the corporation is insolvent; or (b) The corporation has admitted in writing that the creditoris claim is due and owing and the corporation is insolvent. (4) In a proceeding by the corporation to have its voluntary dissolution continued under court supervision. History.os. 86, ch. 90-179; s. 44, ch. 2009-205.

NOTES: F.S.A. § 617.1430

REGULATORY BODY: Other

STATUTE TEXT: 617.1431 Procedure for judicial dissolution.o(1) Venue for a proceeding brought under s. 617.1430 lies in the circuit court of the county where the corporationis principal office is or was last located, as shown by the records of the Department of State, or, if none in this state, where its registered office is or was last located. (2) It is not necessary to make members parties to a proceeding to dissolve a corporation unless relief is sought against them individually. (3) A court in a proceeding brought to dissolve a corporation may issue injunctions, appoint a receiver or custodian pendente lite with all powers and duties the court directs, take other action required to preserve the corporate assets wherever located, and carry on the affairs of the corporation until a full hearing can be held. History.os. 87, ch. 90-179.

NOTES: File with Sec. of State F.S.A. § 617.1431

REGULATORY BODY: Attorney General

STATUTE TEXT: 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.

NOTES: GA ST § 14-3-1430

REGULATORY BODY: Other

STATUTE TEXT: (a) If after a hearing the court determines that one or more grounds for judicial dissolution described in Code Section 14-3-1430 exist, it may enter a decree ordering the corporation dissolved, and the clerk of the court shall deliver a certified copy of the decree to the Secretary of State, who shall file it, with the same effect as a notice of intent to dissolve. (b) After entering the order of dissolution, the court shall direct the winding up and liquidation of the corporation’s business and affairs in accordance with Code Section 14-3-1406. Winding up the business of a corporation judicially dissolved may include the corporation’s proceeding, after the date of the order of dissolution, (1) in accordance with Code Section 14-3-1407 to notify known claimants, and (2) to mail or deliver, with accompanying payment of the cost of publication, a notice containing the information specified in subsection (b) of Code Section 14-3-1408 for publication. Upon such notice, claims against the dissolved corporation will be limited as specified in Code Sections 14-3-1407 and 14-3-1408 respectively. (c) When the costs and expenses of dissolution proceedings and all debts, obligations, and liabilities of the corporation have been paid and discharged or provided for and all of its remaining assets distributed to its members or provided for or such assets have been deposited with the Office of the State Treasurer as provided in Code Section 14-3-1440, the court shall enter a decree of dissolution, and upon filing of the decree with the Secretary of State, it shall have the same effect as articles of dissolution.

NOTES: Sec. of State: Ga. Code Ann., § 14-3-1433

REGULATORY BODY: Attorney General

STATUTE TEXT: ss414D-252 Grounds for judicial dissolution. (a) The court may dissolve a corporation in a proceeding by the attorney general if it is established that: (1) The corporation obtained its articles of incorporation through fraud; (2) The corporation has continued to exceed or abuse the authority conferred upon it by law; (3) The corporation is a public benefit corporation and the corporate assets are being misapplied or wasted; or (4) The corporation is a public benefit corporation and is no longer able to carry out its activities. (b) In a proceeding by fifty members or members holding five per cent of the voting power, whichever is less, or by a director or any person specified in the articles, the court may dissolve a corporation if it is established that: (1) The directors are deadlocked in the management of the corporate affairs, and the members, if any, are unable to breach the deadlock; (2) 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) 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; or (4) The corporate assets are being misapplied or wasted. (c) The court may dissolve a corporation in a proceeding by a creditor if it is established that: (1) The creditor’s claim has been reduced to judgment, the execution on the judgment returned unsatisfied, and the corporation is insolvent; or (2) The corporation has admitted in writing that the creditor’s claim is due and owing and the corporation is insolvent. (d) The court may dissolve a corporation in a proceeding by the corporation to have its voluntary dissolution continued under court supervision. (e) Prior to dissolving a corporation, the court shall consider whether there are reasonable alternatives to dissolution, whether dissolution is in the public interest, provided the corporation serves a public purpose, and whether dissolution is the best way of protecting the interests of members. [L 2001, c 105, pt of ss1; am L 2004, c 171, ss11]

NOTES: HRS § 414D-252

REGULATORY BODY: Other

STATUTE TEXT: ss414D-255 Decree of dissolution. (a) If, after a hearing, the court determines that one or more grounds for judicial dissolution described in section 414D-252 exist, it may enter a decree dissolving the corporation and specifying the effective date of the dissolution, and the clerk of the court shall deliver a certified copy of the decree to the department director, who shall file it. (b) After entering the decree of dissolution, the court shall direct the winding up and liquidation of the corporation’s affairs in accordance with section 414D-245 and the notification of its claimants in accordance with sections 414D-246 and 414D-247. [L 2001, c 105, pt of ss1]

NOTES: Filing with Dept. of Commerce and Consumer Affairs HRS § 414D-255

REGULATORY BODY: Attorney General

STATUTE TEXT: 30-30-203. INCORPORATION. (1) Unless a delayed effective date is specified, the corporate existence begins when the articles of incorporation are filed. (2) The secretary of stateis filing of the articles of incorporation is conclusive proof that the incorporators satisfied all conditions precedent to incorporation except in a proceeding by the state to cancel or revoke the incorporation or involuntarily dissolve the corporation. History: [30-30-203, added 2015, ch. 243, sec. 75, p. 972.]

NOTES: Some state actor has the right to dissolve: I.C. § 30-30-203: “The secretary of state’s filing of the articles of incorporation is conclusive proof that the incorporators satisfied all conditions precedent to incorporation except in a proceeding by the state to cancel or revoke the incorporation or involuntarily dissolve the corporation.”

REGULATORY BODY: Other

STATUTE TEXT: 30-30-203. INCORPORATION. (1) Unless a delayed effective date is specified, the corporate existence begins when the articles of incorporation are filed. (2) The secretary of stateis filing of the articles of incorporation is conclusive proof that the incorporators satisfied all conditions precedent to incorporation except in a proceeding by the state to cancel or revoke the incorporation or involuntarily dissolve the corporation. History: [30-30-203, added 2015, ch. 243, sec. 75, p. 972.]

NOTES: Some state actor has the right to dissolve: I.C. § 30-30-203: “The secretary of state’s filing of the articles of incorporation is conclusive proof that the incorporators satisfied all conditions precedent to incorporation except in a proceeding by the state to cancel or revoke the incorporation or involuntarily dissolve the corporation.”

REGULATORY BODY: Attorney General

STATUTE TEXT:

NOTES: 805 ILCS 105/112.50

REGULATORY BODY: Other

STATUTE TEXT:

NOTES: File with Sec. of State 805 ILCS 105/112.65

REGULATORY BODY: Attorney General

NOTES: IC 23-17-24-1

REGULATORY BODY: Other

NOTES: Filing with Sec. of State IC 23-17-24-4

REGULATORY BODY: Attorney General

STATUTE TEXT: 504.1431 Grounds for judicial dissolution. 1. The district court may dissolve a corporation in any of the following ways: a. In a proceeding brought by the attorney general, if any of the following is established: (1) The corporation obtained its articles of incorporation through fraud. (2) The corporation has continued to exceed or abuse the authority conferred upon it by law. b. Except as provided in the articles or bylaws of a religious corporation, in a proceeding brought 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 any of the following is established: (1) The directors are deadlocked in the management of the corporate affairs, and the members, if any, are unable to break the deadlock. (2) 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) 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. (4) The corporate assets are being misapplied or wasted. c. In a proceeding brought by a creditor, if either of the following is established: (1) The creditoris claim has been reduced to judgment, the execution on the judgment is returned unsatisfied, and the corporation is insolvent. (2) The corporation has admitted in writing that the creditoris claim is due and owing and the corporation is insolvent. d. In a proceeding brought by the corporation to have its voluntary dissolution continued under court supervision. 2. Prior to dissolving a corporation, the court shall consider whether: a. There are reasonable alternatives to dissolution. b. Dissolution is in the public interest, if the corporation is a public benefit corporation. c. Dissolution is the best way of protecting the interests of members, if the corporation is a mutual benefit corporation. 2004 Acts, ch 1049, ss148, 192 Referred to in ss504.1432, 504.1434

NOTES: I.C.A. § 504.1431

REGULATORY BODY: Other

STATUTE TEXT: 504.1434 Decree of dissolution. 1. If after a hearing the court determines that one or more grounds for judicial dissolution described in section 504.1431 exist, the court may enter a decree dissolving the corporation and specifying the effective date of the dissolution, and the clerk of the court shall deliver a certified copy of the decree to the secretary of state, who shall file it. 2. After entering the decree of dissolution, the court shall direct the winding up of the corporationis affairs and liquidation of the corporation in accordance with section 504.1405 and the notification of its claimants in accordance with sections 504.1406 and 504.1407. 2004 Acts, ch 1049, ss151, 192 Referred to in ss602.8102(70)

NOTES: File with Sec. of State - I.C.A. § 504.1434

REGULATORY BODY: Attorney General

STATUTE TEXT:

NOTES: K.S.A. 17-6812 (for both stock and nonstock)

REGULATORY BODY: Other

STATUTE TEXT:

NOTES: File with Sec. of State K.S.A. 17-6813

REGULATORY BODY: Attorney General

STATUTE TEXT: A corporation may be dissolved involuntarily by a decree of the Circuit Court in an action filed by the Attorney General when it is established that:(1) The corporation is guilty of abuse or misuse of its corporate powers, privileges or franchises, or the corporation has become detrimental to the interest and welfare of the Commonwealth of Kentucky or its citizens; orTerms Used In Kentucky Statutes 273.320Action: includes all proceedings in any court of this state. See Kentucky Statutes 446.010Attorney: means attorney-at-law. See Kentucky Statutes 446.010Corporation: may extend and be applied to any corporation, company, partnership, joint stock company, or association. See Kentucky Statutes 446.010Fraud: Intentional deception resulting in injury to another.State: when applied to a part of the United States, includes territories, outlying possessions, and the District of Columbia. See Kentucky Statutes 446.010(2) The corporation procured its articles of incorporation through fraud; or(3) The corporation has failed to file its annual report as required by KRS 14A.6-010;or(4) The corporation has failed to appoint and maintain a registered agent in this state; or(5) The corporation has failed after change of its registered agent to file in the office of the Secretary of State a statement of such change.Effective: January 1, 2011History: Amended 2010 Ky. Acts ch. 151, sec. 125, effective January 1, 2011. - Amended 1988 Ky. Acts ch. 23, sec. 246, effective January 1, 1989. - Created 1968Ky. Acts ch. 165, sec. 50.

NOTES: KRS § 273.320

REGULATORY BODY: Other

STATUTE TEXT: (1) In a proceeding to liquidate the assets and affairs of a corporation, when the costs and expenses of such proceeding and all debts, obligations, and liabilities of the corporation shall have been paid and discharged and all of its remaining property and assets distributed in accordance with the provisions of KRS 273.161 to273.390, or in case its property and assets are not sufficient to satisfy and discharge such costs, expenses, debts, and obligations, and all the property and assets have been applied so far as they will go to their payment, the court shall enter a decree dissolving the corporation.Terms Used In Kentucky Statutes 273.347Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.Corporation: may extend and be applied to any corporation, company, partnership, joint stock company, or association. See Kentucky Statutes 446.010Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.State: when applied to a part of the United States, includes territories, outlying possessions, and the District of Columbia. See Kentucky Statutes 446.010(2) The clerk of the court shall cause a certified copy of a decree entered under subsection (1) of this section to be filed with the Secretary of State. No fee shall be charged by the Secretary of State for the filing thereof. The dissolution shall be effective upon the latter of the date of filing of the decree by the Secretary of State or such later date as is specified in the decree.Effective: July 12, 2012History: Amended 2012 Ky. Acts ch. 81, sec. 103, effective July 12, 2012. - Created1968 Ky. Acts ch. 165, sec. 58.

NOTES: File with Sec. of State KRS § 273.347

REGULATORY BODY: Attorney General

STATUTE TEXT: ss262.1. Failure to file annual reports; revocation and reinstatement of articles; limitation on authority to do business with the state A. Where a corporation has failed to designate and maintain a registered office and to designate and maintain a registered agent pursuant to the provisions of R.S. 12:236, for a period of one hundred eighty consecutive days, or where a corporation has failed to file an annual report for three consecutive years, according to the records of the secretary of state, the secretary of state shall revoke the articles of incorporation and franchise of such corporation. B. Nothing contained in this Section shall be construed to prevent the state, through the office of the attorney general, from asserting a cause of action to revoke the articles of incorporation and franchise of a corporation on any of the following grounds: (1) The corporate franchise was procured through fraud practiced upon the state. (2) The corporation has continued to abuse authority conferred upon it. (3) The corporation should not have been formed under this Chapter, or has been formed thereunder without a substantial compliance with the conditions precedent to incorporation prescribed by this Chapter. C. In any case where the secretary of state revokes the articles of incorporation and the corporate franchise, as authorized in Subsection A of this Section, the secretary of state shall, without charge, record notice of such revocation in the conveyance records and the corporation’s registry of the office of the clerk of court in the parish where the corporation maintains its registered office and, in the parish of Orleans, such notice shall be recorded in the office of the recorder of mortgages and register of conveyances for said parish. The corporation1 shall not be revoked if the corporation places itself in good standing. D. At least thirty days prior to revoking the articles of incorporation and the corporate franchise, as authorized by Subsection A of this Section, the secretary of state shall give notice to the affected corporation of his intention to revoke the articles of incorporation and the corporate franchise by directing notice of such intention to the last designated registered agent of such corporation, as shown on the records of his office. Such notice shall be in writing and sent to the registered agent by United States mail at the agent’s last known address. If there is no registered agent of record, the notice shall be directed to the corporation at its registered office. E.(1) The certificate of incorporation and articles of incorporation shall be reinstated upon the filing, with the secretary of state and within three years from the effective date of the revocation, of an application of reinstatement, signed and acknowledged by an officer of the corporation, accompanied by a reinstatement fee and a current annual report. However, if a suit for liquidation or receivership has been filed at the time the reinstatement is applied for, then the unanimous written consent to the reinstatement by the shareholders, certified by the corporation’s secretary to contain the signatures of all of the shareholders, must also be filed with the application for reinstatement. (2) The secretary of state shall furnish the certificate of reinstatement in duplicate, one copy of which shall be filed by the corporation with the clerk of court or, in Orleans Parish, with the recorder of mortgages and register of conveyances. Upon filing the current annual report and payment of the reinstatement fee and upon filing the unanimous written consent of the shareholders to the reinstatement, certified by the corporation’s secretary if a suit for liquidation or receivership has been filed, the certificate of reinstatement of such charter and articles of incorporation shall be retroactive and the charter and articles of incorporation shall continue in existence as though the revocation had never occurred. (3) After revocation of the charter or articles of incorporation, the corporate name shall not be available to any other corporation for a three-year period. After three years have expired, if the corporate name is still available, the corporation can be reinstated by following the same procedures and by satisfying the same provisions and requirements as set forth herein. If the name is not available, an amendment changing the original name must be filed in the same manner as provided for in R.S. 12:238. F.(1) As used in this Subsection, the phrase “not in good standing” means any corporation which is more than twelve months delinquent in filing an annual report. (2) Each corporation, domestic and foreign, which is not in good standing is prohibited from engaging in commercial business operations with the state or its boards, agencies, departments, or commissions. Any contract between a corporation, which is not in good standing, and the state or its boards, agencies, departments, or commissions is subject to be declared null and void, by said board, agency, department, or commission or by the division of administration. G. Any revocation of a corporation’s articles of incorporation and franchise under the provisions of this Section shall not affect any cause of action against such corporation or the right to proceed against any property owned by the corporation, nor shall such revocation prohibit a corporation from selling property belonging to the corporation in the same manner as if the revocation had not occurred. H. A church which is a member of and in good standing with a statewide church association shall not be subject to the revocation otherwise applicable to corporations pursuant to this Section. Acts 1995, No. 309, ss1; Acts 1997, No. 298, ss1. 1 As appears in enrolled bill.

NOTES: LSA-R.S. 12:262.1

REGULATORY BODY: Other

STATUTE TEXT: ss249. Dissolution voluntary or involuntary, out of court or under judicial supervision; effect of proceeding for dissolution A. A corporation may be dissolved and liquidated either voluntarily or involuntarily. If the proceedings are voluntary, they may be conducted either out of court or subject to supervision by the court. If the proceedings are involuntary, they shall be subject to supervision by the court. B. If the corporation to be dissolved is a corporation other than a religious or charitable corporation or a corporation for the execution of a trust, the net assets may be distributed to the members as their respective interests appear on the books of the corporation. If the corporation is a religious or charitable corporation or a corporation for the execution of a trust, the net assets shall be transferred to a public or private corporation, association or agency having similar purposes, unless the original articles of the corporation, as initially filed with the Secretary of State, expressly authorize some other disposition of its net assets upon dissolution. C. A proceeding for dissolution takes effect: (1) When the appointment of a liquidator appointed by the members becomes operative as provided in R.S. 12:250(C), if the proceeding, when commenced, is not subject to supervision by the court; or (2) When the court has appointed, pursuant to R.S. 12:250(E) or 251(E), a judicial liquidator or a temporary liquidator, if the proceeding, when commenced, is subject to the supervision of the court. D. When the proceeding takes effect, all the rights, powers and duties of the officers and board of directors, except as otherwise provided by law, shall be vested in the liquidator appointed by the members or the court, as the case may be, and the authority and duties of the officers and directors of the corporation shall cease, except insofar as may be necessary, in the opinion of the liquidator, to preserve the corporate assets, or insofar as they may be continued by the liquidator, or as may be necessary for termination of the proceeding for dissolution. Acts 1968, No. 105, ss1.

NOTES: LSA-R.S. 12:249

REGULATORY BODY: Attorney General

STATUTE TEXT: ss1105. Dissolution pursuant to court order Courts of equity have full power to decree the dissolution of, and to liquidate the assets and affairs of, a corporation: [PL 2001, c. 550, Pt. C, ss24 (AMD); PL 2001, c. 550, Pt. C, ss29 (AFF).]1. Action by member or director. In an action by a member or director when it is made to appear: A. That the directors are deadlocked in the management of the corporate affairs and that irreparable injury to the corporation is being suffered or is threatened by reason of the deadlock, and either that the members are unable to break the deadlock or there are no members having voting rights; [PL 2001, c. 550, Pt. C, ss24 (AMD); PL 2001, c. 550, Pt. C, ss29 (AFF).]B. That the acts of the directors or those in control of the corporation are illegal or fraudulent; [PL 1977, c. 525, ss13 (NEW).]C. That the members entitled to vote in the election of directors are deadlocked in voting power and have failed for at least 2 years to elect successors to directors whose terms have expired or would have expired upon the election of their successors; [PL 1977, c. 525, ss13 (NEW).]D. That the corporate assets are being misapplied or wasted; or [PL 1977, c. 525, ss13 (NEW).]E. That the corporation is unable to carry out its purposes; [PL 1977, c. 525, ss13 (NEW).][PL 2001, c. 550, Pt. C, ss24 (AMD); PL 2001, c. 550, Pt. C, ss29 (AFF).] 2. Action by creditor of corporation. In an action by a creditor of the corporation: A. When the claim of the creditor has been reduced to judgment and an execution thereon has been returned unsatisfied and it is established that the corporation is insolvent; or [PL 1977, c. 525, ss13 (NEW).]B. When the corporation has admitted in writing that the claim of the creditor is due and owing and it is established that the corporation is insolvent; [PL 1977, c. 525, ss13 (NEW).][PL 1977, c. 525, ss13 (NEW).] 2-A. Action by Attorney General regarding public benefit corporation. In an action brought to court by the Attorney General relating to a public benefit corporation, if it is established that: A. The corporation obtained its articles of incorporation through fraud; [PL 2001, c. 550, Pt. C, ss24 (NEW); PL 2001, c. 550, Pt. C, ss29 (AFF).]B. The corporation has exceeded or abused the authority conferred upon it by law; [PL 2001, c. 550, Pt. C, ss24 (NEW); PL 2001, c. 550, Pt. C, ss29 (AFF).]C. The assets of the corporation are being misapplied or wasted; or [PL 2001, c. 550, Pt. C, ss24 (NEW); PL 2001, c. 550, Pt. C, ss29 (AFF).]D. The corporation is no longer able to carry out its purposes; [PL 2001, c. 550, Pt. C, ss24 (NEW); PL 2001, c. 550, Pt. C, ss29 (AFF).][PL 2001, c. 550, Pt. C, ss24 (NEW); PL 2001, c. 550, Pt. C, ss29 (AFF).] 3. Complaint. Upon complaint by a corporation to have its dissolution continued under the supervision of the court; and [PL 2001, c. 550, Pt. C, ss24 (AMD); PL 2001, c. 550, Pt. C, ss29 (AFF).] 4. Liquidation of affairs precedes entry of decree. When an action has been filed by the Attorney General to dissolve a corporation and it is established that liquidation of its affairs should precede the entry of a decree of dissolution. [PL 2001, c. 550, Pt. C, ss24 (AMD); PL 2001, c. 550, Pt. C, ss29 (AFF).] 5. Proceedings brought in county where registered. [PL 2001, c. 550, Pt. C, ss24 (RP); PL 2001, c. 550, Pt. C, ss29 (AFF).] A proceeding under this section must be brought in the county in which the registered office or the principal office of the corporation is situated. It is not necessary to make directors or members parties to such an action or proceeding unless relief is sought against them personally. [PL 2001, c. 550, Pt. C, ss24 (NEW); PL 2001, c. 550, Pt. C, ss29 (AFF).]SECTION HISTORY PL 1977, c. 525, ss13 (NEW). PL 2001, c. 550, ssC24 (AMD). PL 2001, c. 550, ssC29 (AFF).

NOTES: Pub. Benefit Corp. - 13-B M.R.S.A. § 1105

REGULATORY BODY: Other

STATUTE TEXT: ss1109. Decree of dissolution 1. Decree. In proceedings to liquidate the assets and activities of a corporation, when the costs and expenses of the proceedings and all debts, obligations and liabilities of the corporation have been paid and discharged and all of its remaining property and assets distributed in accordance with the provisions of this Act, or when its property and assets are not sufficient to satisfy and discharge the costs, expenses, debts and obligations, and all the property and assets have been applied to their payment, the court shall enter a decree dissolving the corporation, after which the existence of the corporation ceases. [PL 2001, c. 550, Pt. C, ss25 (AMD); PL 2001, c. 550, Pt. C, ss29 (AFF).] 2. Certified copy of decree to Secretary of State. When the court enters a decree dissolving a corporation, it is the duty of the clerk of the court to cause a certified copy of the decree to be filed with the Secretary of State. A fee may not be charged by the Secretary of State for the filing of the decree. [PL 2001, c. 550, Pt. C, ss25 (AMD); PL 2001, c. 550, Pt. C, ss29 (AFF).] SECTION HISTORY PL 1977, c. 525, ss13 (NEW). PL 2001, c. 550, ssC25 (AMD). PL 2001, c. 550, ssC29 (AFF).

NOTES: File with Sec. of State 13-B M.R.S.A. § 1109

REGULATORY BODY: Attorney General

STATUTE TEXT: (a) At any time, the Department may authorize the Attorney General to institute proceedings against a corporation to determine whether the corporation has abused, misused, or failed to use its powers and franchises in a manner which, in the public interest, would make proper the forfeiture of its charter. (b) If authorized by the Department, the Attorney General may petition a court of equity for forfeiture of the charter and dissolution of the corporation. The petition shall state the facts on which the forfeiture and dissolution of the corporation is sought. (c) In its order, the court shall: (1) Find that no legal cause for forfeiture exists, and dismiss the petition; (2) Direct the corporation to remedy one or more grievances, on penalty of forfeiture of the charter if they are not remedied within the time set by the order; or (3) (i) Find that legal cause for forfeiture has been shown and that the public interest requires a forfeiture; (ii) Declare the charter forfeited and the corporation dissolved; and (iii) Appoint a receiver of the assets of the corporation.

NOTES: Upon referral from Department of State, MD Code, Corporations and Associations, § 3-513

REGULATORY BODY: Other

STATUTE TEXT: (a) If a court declares a corporation dissolved, the order shall direct the clerk of the court to certify promptly to the Department that the order has been entered. If the order is later annulled, the order of annulment shall contain a similar direction. (b) On notice from the counsel of record of a party seeking dissolution that the entry of an order of dissolution will be requested, the Department shall furnish to the counsel, without charge, a list of all collectors of taxes of counties and municipalities to which the Department has certified an assessment of personal property taxable to the corporation within the preceding four years. (c) (1) The court may not enter an order dissolving a corporation unless the counsel of record certifies that at least 20 days before the order is entered he notified, by certified mail, return receipt requested, the Comptroller, the Department, the Secretary of Labor, and the collector of taxes in each county or municipality on the list supplied by the Department, that entry of the order would be requested. (2) The list shall accompany the certificate of counsel and shall be dated not more than 90 days before entry of the order.

NOTES: Filing with Dept of State, MD Code, Corporations and Associations, § 3-417

REGULATORY BODY: Attorney General

STATUTE TEXT: Section 11B. If any charitable corporation described in section eleven A fails to comply for two consecutive years with the provisions of section eight F of chapter twelve requiring the filing of annual financial reports with the office of the attorney general, or if the attorney general is satisfied that such corporation has become inactive and that its dissolution would be in the public interest, the attorney general may petition the supreme judicial court for the dissolution of such corporation, requesting the court to authorize the administration of its funds for such similar public charitable purposes as the court may determine, and the court, after notice by mail or otherwise as it may order, may dissolve such corporation. The attorney general may include as many corporations in a single application as he deems fit, and the court may include in its decree any or all of said corporations. The clerk of the supreme judicial court shall submit to the commissioner of revenue a list of corporations so dissolved.

NOTES: M.G.L.A. 180 § 11B

REGULATORY BODY: Attorney General

STATUTE TEXT: 450.2821 Action by attorney general for dissolution of corporation; grounds; other actions.Sec. 821. (1) The attorney general may bring an action in the circuit court for the county in which the principal place of business or registered office of a corporation is located or for Ingham county for dissolution of a corporation on the ground that the corporation has committed any of the following acts: (a) Procured its organization through fraud. (b) Repeatedly, willfully, and materially exceeded the authority conferred on it by law. (c) Repeatedly, willfully, and materially conducted its affairs in an unlawful manner. (2) The enumeration in this section of grounds for dissolution does not exclude any other statutory or common law action by the attorney general for dissolution of a corporation or revocation or forfeiture of its corporate franchises. History: 1982, Act 162, Eff. Jan. 1, 1983 ;– Am. 2014, Act 557, Imd. Eff. Jan. 15, 2015

NOTES: M.C.L. 450.2821; M.C.L. 450.2823

REGULATORY BODY: Attorney General

STATUTE TEXT: 450.2823 Dissolution of corporation by judgment in action brought in court; proof; action for dissolution of charitable purpose corporation.Sec. 823. (1) A corporation that is organized on a stock or membership basis may be dissolved by a judgment entered in an action brought in the circuit court for the county in which the principal place of business or registered office of the corporation is located by 1 or more directors or by 1 or more shareholders or members that are entitled to vote in an election of directors of the corporation, if both of the following are proved: (a) The directors of the corporation, or its shareholders or members if a provision in the articles of incorporation authorized under section 488(1) is in effect, are unable to agree by the requisite vote on material matters respecting management of the corporation’s affairs, or the shareholders or members of the corporation are so divided in voting power that they have failed to elect a successor for any director whose term has expired or would have expired on the election and qualification of his or her successor. (b) As a result of a condition stated in subdivision (a), the corporation is unable to carry out its corporate purposes or function effectively in the best interests of its creditors and shareholders or members, if any, or the persons that the corporation is organized to benefit. (2) A corporation that is organized on a directorship basis may be dissolved by a judgment entered in an action brought in the circuit court for the county in which the principal place of business or registered office of the corporation is located by 1 or more directors or by 1 or more other persons that are entitled to vote in an election of 1 or more of the directors of the corporation, if both of the following are proved: (a) The directors of the corporation are unable to agree by the requisite vote on material matters respecting management of the corporation’s affairs, or the directors or other persons that are entitled to vote in the election of 1 or more of the directors of the corporation are so divided in voting power that they have failed to elect a successor for any director whose term has expired or would have expired on the election and qualification of his or her successor. (b) As a result of a condition stated in subdivision (a), the corporation is unable to carry out its corporate purposes or function effectively in the best interests of its creditors and shareholders or members, if any, or the persons that the corporation is organized to benefit. (3) A person or persons that files an action for dissolution of a charitable purpose corporation under this section shall give the attorney general written notice of the commencement of the action by mail within 30 days after filing. History: 1982, Act 162, Eff. Jan. 1, 1983 ;– Am. 2014, Act 557, Imd. Eff. Jan. 15, 2015

NOTES: M.C.L. 450.2821; M.C.L. 450.2823

REGULATORY BODY: Other

STATUTE TEXT:

NOTES: Filing with Dept. of Licensing & Regulatory Affairs M.C.L. 450.252

REGULATORY BODY: Attorney General

STATUTE TEXT: 317A.811 NOTICE TO ATTORNEY GENERAL; WAITING PERIOD. Subdivision 1. When required. (a) Except as provided in subdivision 6, the following corporations shall notify the attorney general of their intent to dissolve, merge, consolidate, or convert, or to transfer all or substantially all of their assets: (1) a corporation that holds assets for a charitable purpose as defined in section 501B.35, subdivision 2; or (2) a corporation that is exempt under section 501(c)(3) of the Internal Revenue Code of 1986, or any successor section. (b) The notice must include: (1) the purpose of the corporation that is giving the notice; (2) a list of assets owned or held by the corporation for charitable purposes; (3) a description of restricted assets and purposes for which the assets were received; (4) a description of debts, obligations, and liabilities of the corporation; (5) a description of tangible assets being converted to cash and the manner in which they will be sold; (6) anticipated expenses of the transaction, including attorney fees; (7) a list of persons to whom assets will be transferred, if known, or the name of the converted organization; (8) the purposes of persons receiving the assets or of the converted organization; and (9) the terms, conditions, or restrictions, if any, to be imposed on the transferred or converted assets. The notice must be signed on behalf of the corporation by an authorized person. Subd. 2. Restriction on transfers. Subject to subdivision 3, a corporation described in subdivision 1 may not transfer or convey assets as part of a dissolution, merger, consolidation, or transfer of assets under section 317A.661, and it may not convert until 45 days after it has given written notice to the attorney general, unless the attorney general waives all or part of the waiting period. Subd. 3. Extension of waiting period. The attorney general may extend the waiting period under subdivision 2 for one additional 30-day period by notifying the corporation in writing of the extension. The attorney general shall notify the secretary of state if the waiting period is extended. Subd. 4. Notice after transfer. When all or substantially all of the assets of a corporation described in subdivision 1 have been transferred or conveyed following expiration or waiver of the waiting period, the board shall deliver to the attorney general a list of persons to whom the assets were transferred or conveyed. The list must include the addresses of each person who received assets and show what assets the person received. Subd. 5. Effect. Failure of the attorney general to take an action with respect to a transaction under this section does not constitute approval of the transaction and does not prevent the attorney general from taking other action. Subd. 6. Exception. Subdivisions 1 to 4 do not apply to a merger with, consolidation into, conversion into, or transfer of assets to an organization exempt under section 501(c)(3) of the Internal Revenue Code of 1986, or any successor section. A corporation that is exempt under this subdivision shall send a copy of the certificate of merger, certificate of consolidation and incorporation, or certificate of conversion to the attorney general. History: 1989 c 304 s 118; 1990 c 488 s 36-38; 2017 c 17 s 16-18

NOTES: M.S.A. § 317A.811; M.S.A. § 317A.751.

REGULATORY BODY: Attorney General

STATUTE TEXT: 317A.751 JUDICIAL INTERVENTION; EQUITABLE REMEDIES OR DISSOLUTION. Subdivision 1. General; when permitted. A court may grant equitable relief it considers just and reasonable in the circumstances or may dissolve a corporation and liquidate its assets and business as provided in this section. Subd. 2. Supervised voluntary dissolution. A court may grant equitable relief in a supervised voluntary dissolution under section 317A.741. Subd. 3. Action by director or members with voting rights. A court may grant equitable relief in an action by a director or at least 50 members with voting rights or ten percent of the members with voting rights, whichever is less, when it is established that: (1) the directors or the persons having the authority otherwise vested in the board are deadlocked in the management of the corporate affairs, the members cannot break the deadlock, and the corporation or the parties have not provided for a procedure to resolve the dispute; (2) the directors or those in control of the corporation have acted fraudulently, illegally, or in a manner unfairly prejudicial toward one or more members in their capacities as members, directors, or officers; (3) the members of the corporation are so divided in voting power that, for a period that includes the time when two consecutive regular meetings were held, they have failed to elect successors to directors whose terms have expired or would have expired upon the election and qualification of their successors; (4) the corporate assets are being misapplied or wasted; or (5) the period of duration as provided in the articles has expired. Subd. 4. Action by creditor. A court may grant equitable relief in an action by a creditor when: (1) the claim of the creditor has been reduced to judgment and an execution on it has been returned unsatisfied; or (2) the corporation has admitted in writing that the claim of the creditor is due and owing and it is established that the corporation cannot pay its debts in the ordinary course of its activities. Subd. 5. Action by attorney general. A court may grant equitable relief in an action by the attorney general when it is established that: (1) the articles and certificate of incorporation were obtained through fraud; (2) the corporation should not have been formed under this chapter; (3) the corporation failed to comply with the requirements of sections 317A.021 to 317A.155 essential to incorporation under or election to become governed by this chapter; (4) the corporation has flagrantly violated a provision of this chapter, has violated a provision of this chapter more than once, or has violated more than one provision of this chapter; (5) the corporation has engaged in an unauthorized act, contract, conveyance, or transfer or has exceeded its powers; (6) the corporation has acted, or failed to act, in a manner that constitutes surrender or abandonment of the corporate purpose, franchise, privileges, or enterprise; (7) the corporation has liabilities and obligations exceeding the corporate assets; (8) the period of corporate existence has ended without extension; (9) the corporation has failed for a period of 90 days to pay fees, charges, or penalties required by this chapter; (10) the corporation has failed for a period of 30 days after changing its registered office to file with the secretary of state a statement of the change; (11) the corporation has answered falsely or failed to answer a reasonable written interrogatory from the secretary of state, the attorney general, the commissioner of human services, commissioner of commerce, or commissioner of revenue, to the corporation, its officers, or directors; (12) the corporation has solicited property and has failed to use it for the purpose solicited; or (13) the corporation has fraudulently used or solicited property. Subd. 6. Condition of corporation. In determining whether to order equitable relief or dissolution under this section, the court shall consider the financial condition of the corporation but may not refuse to order equitable relief or dissolution solely on the ground that the corporation is solvent. Subd. 7. Dissolution as remedy. In deciding whether to order dissolution, the court shall consider whether lesser relief suggested by one or more parties, such as any form of equitable relief or a partial liquidation, would be adequate to permanently relieve the circumstances established under subdivision 3, 4, or 5. Lesser relief may be ordered if it would be appropriate under the facts and circumstances of the case. Subd. 8. Expenses. If the court finds that a party to a proceeding brought under this section has acted arbitrarily, vexatiously, or otherwise not in good faith, it may award reasonable expenses, including attorneys fees and disbursements, to any of the other parties. Subd. 9. Venue; parties. Proceedings under this section must be brought in a court within the county in which the registered office of the corporation is located. It is not necessary to make members parties to the action or proceeding unless relief is sought against them personally. History: 1989 c 304 s 106; 1992 c 503 s 13; 2011 c 106 s 15

NOTES: M.S.A. § 317A.811; M.S.A. § 317A.751.

REGULATORY BODY: Other

STATUTE TEXT: 317A.765 FILING DECREE. After the court enters a decree dissolving a corporation, the court administrator shall cause a certified copy of the decree to be filed with the secretary of state. The secretary of state may not charge a fee for filing the decree. History: 1989 c 304 s 111

NOTES: Filing with Sec. of State M.S.A. § 317A.765

REGULATORY BODY: Attorney General

STATUTE TEXT: (1) The chancery court of the county where the corporationis principal office is or was located, or in the Chancery Court of the First Judicial District of Hinds County, Mississippi, if the corporation does not have a principal office in this state, may dissolve a corporation: (a) In a proceeding by the Attorney General or the Secretary of State if it is established that: (i) The corporation obtained its articles of incorporation through fraud; (ii) The corporation has continued to exceed or abuse the authority conferred upon it by law; or (iii) If the corporation is a charitable organization, as defined in Section 79-11-501, that: 1. The corporate assets are being misapplied or wasted; 2. The corporation is unable to carry out its purpose(s); or 3. The corporation has violated the laws regulating the solicitation of charitable contributions, Section 79-11-501 et seq.; (b) In a proceeding by fifty (50) members or members holding five percent (5%) of the voting power, whichever is less, or by a director if it is established that: (i) The directors are deadlocked in the management of the corporate affairs, and the members, if any, are unable to breach the deadlock; (ii) 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; (iii) The members are deadlocked in voting power and have failed, for a period that includes at least two (2) consecutive annual meeting dates, to elect successors to directors whose terms have, or would otherwise have, expired; or (iv) The corporate assets are being misapplied or wasted; (c) In a proceeding by a creditor if it is established that: (i) The creditoris claim has been reduced to judgment, the execution on the judgment returned unsatisfied and the corporation is insolvent; or (ii) The corporation has admitted in writing that the creditoris claim is due and owing and the corporation is insolvent; or (d) 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 there are reasonable alternatives to dissolution.

NOTES: AG or Sec. of State can bring action, Miss. Code Ann. § 79-11-355

REGULATORY BODY: Other

STATUTE TEXT: (1) The chancery court of the county where the corporationis principal office is or was located, or in the Chancery Court of the First Judicial District of Hinds County, Mississippi, if the corporation does not have a principal office in this state, may dissolve a corporation: (a) In a proceeding by the Attorney General or the Secretary of State if it is established that: (i) The corporation obtained its articles of incorporation through fraud; (ii) The corporation has continued to exceed or abuse the authority conferred upon it by law; or (iii) If the corporation is a charitable organization, as defined in Section 79-11-501, that: 1. The corporate assets are being misapplied or wasted; 2. The corporation is unable to carry out its purpose(s); or 3. The corporation has violated the laws regulating the solicitation of charitable contributions, Section 79-11-501 et seq.; (b) In a proceeding by fifty (50) members or members holding five percent (5%) of the voting power, whichever is less, or by a director if it is established that: (i) The directors are deadlocked in the management of the corporate affairs, and the members, if any, are unable to breach the deadlock; (ii) 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; (iii) The members are deadlocked in voting power and have failed, for a period that includes at least two (2) consecutive annual meeting dates, to elect successors to directors whose terms have, or would otherwise have, expired; or (iv) The corporate assets are being misapplied or wasted; (c) In a proceeding by a creditor if it is established that: (i) The creditoris claim has been reduced to judgment, the execution on the judgment returned unsatisfied and the corporation is insolvent; or (ii) The corporation has admitted in writing that the creditoris claim is due and owing and the corporation is insolvent; or (d) 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 there are reasonable alternatives to dissolution.

NOTES: AG or Sec. of State can bring action, Miss. Code Ann. § 79-11-355

REGULATORY BODY: Attorney General

STATUTE TEXT: Effective 01 Jul 1995, see footnote 355.726. Judicial dissolution. o 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. ——– (L. 1994 H.B. 1095) Effective 7-01-95

NOTES: V.A.M.S. 355.726

REGULATORY BODY: Other

STATUTE TEXT: Effective 01 Jul 1995, see footnote 355.741. Decree of dissolution. o 1. If after a hearing the court determines that one or more grounds for judicial dissolution described in section 355.726 exist, it may enter a decree dissolving the corporation and specifying the effective date of the dissolution, and the clerk of the court shall deliver a certified copy of the decree to the secretary of state, who shall file it. 2. After entering the decree of dissolution, the court shall direct the winding up and liquidation of the corporation’s affairs in accordance with section 355.691 and the notification of its claimants in accordance with sections 355.696 and 355.701. ——– (L. 1994 H.B. 1095) Effective 7-01-95

NOTES: File Decree with Sec. of State V.A.M.S. 355.741

REGULATORY BODY: Attorney General

STATUTE TEXT: 35-2-728. Grounds for judicial dissolution. (1) The district court may dissolve a corporation: (a) in a proceeding by the attorney general if it is established that: (i) the corporation obtained its articles of incorporation through fraud; (ii) the corporation has continued to exceed or abuse the authority conferred upon it by law; (iii) the corporation is a public benefit corporation and the corporate assets are being misapplied or wasted; or (iv) the corporation is a public benefit corporation and is no longer able to carry out its purposes; (b) in a proceeding by 50 members or members holding 5% of the voting power, whichever is less, or by a director or any person specified in the articles, except as provided in the articles or bylaws of a religious corporation, if it is established that: (i) the directors are deadlocked in the management of the corporate affairs and the members, if any, are unable to breach the deadlock; (ii) 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; (iii) 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; (iv) the corporate assets are being misapplied or wasted; or (v) the corporation is a public benefit corporation or religious corporation and is no longer able to carry out its purposes; (c) in a proceeding by a creditor if it is established that: (i) the creditor’s claim has been reduced to judgment, the execution on the judgment returned unsatisfied, and the corporation is insolvent; or (ii) the corporation has admitted in writing that the creditor’s claim is due and owing and the corporation is insolvent; or (d) 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: (a) there are reasonable alternatives to dissolution; (b) dissolution is in the public interest, if the corporation is a public benefit corporation; and (c) dissolution is the best way of protecting the interests of members if the corporation is a mutual benefit corporation. History: En. Sec. 142, Ch. 411, L. 1991.

NOTES: MCA 35-2-728

REGULATORY BODY: Other

STATUTE TEXT:

NOTES: File Decree with Sec. of State V.A.M.S. 355.731

REGULATORY BODY: Attorney General

STATUTE TEXT: (a) The district court may dissolve a corporation: Terms Used In Nebraska Statutes 21-19,141Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.Attorney: shall mean attorney at law. See Nebraska Statutes 49-801Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.Fraud: Intentional deception resulting in injury to another.Person: shall include bodies politic and corporate, societies, communities, the public generally, individuals, partnerships, limited liability companies, joint-stock companies, and associations. See Nebraska Statutes 49-801 (1) In a proceeding by the Attorney General if it is established that: (i) The corporation obtained its articles of incorporation through fraud; (ii) The corporation has continued to exceed or abuse the authority conferred upon it by law; (iii) The corporation is a public benefit corporation and the corporate assets are being misapplied or wasted; or (iv) The corporation is a public benefit corporation and is no longer able to carry out its purposes; (2) Except as provided in the articles or bylaws of a religious corporation, 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: (i) The directors are deadlocked in the management of the corporate affairs, and the members, if any, are unable to breach the deadlock; (ii) 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; (iii) 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; (iv) The corporate assets are being misapplied or wasted; or (v) The corporation is a public benefit or religious corporation and is no longer able to carry out its purposes; (3) In a proceeding by a creditor if it is established that: (i) The creditoris claim has been reduced to judgment, the execution on the judgment returned unsatisfied, and the corporation is insolvent; or (ii) The corporation has admitted in writing that the creditoris 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. (b) Prior to dissolving a corporation, the district 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; and (3) Dissolution is the best way of protecting the interests of members if the corporation is a mutual benefit corporation. Source Laws 1996, LB 681, ss 141.

NOTES: Neb.Rev.St. § 21-19,141

REGULATORY BODY: Other

STATUTE TEXT: (a) If after a hearing the district court determines that one or more grounds for judicial dissolution described in section 21-19,141 exist, it may enter a decree dissolving the corporation and specifying the effective date of the dissolution, and the clerk of the district court shall deliver a certified copy of the decree to the Secretary of State, who shall file it. Terms Used In Nebraska Statutes 21-19,144Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.State: when applied to different states of the United States shall be construed to extend to and include the District of Columbia and the several territories organized by Congress. See Nebraska Statutes 49-801 (b) After entering the decree of dissolution, the district court shall direct the winding up and liquidation of the corporationis affairs in accordance with section 21-19,134 and the notification of its claimants in accordance with sections 21-19,135 and 21-19,136 . Source Laws 1996, LB 681, ss 144.

NOTES: File Decree with Sec. of State Neb.Rev.St. § 21-19,144

REGULATORY BODY: Attorney General

STATUTE TEXT: 1. The persons described in subsections 2 and 3 may apply to the district court in the district where the corporation has its principal office or, if the principal office is not located in this State, to the district court in the county in which the corporationis registered office is located: (a) For an order dissolving the corporation and appointing a receiver to wind up its affairs, and by injunction restrain the corporation from exercising any of its powers or doing business whatsoever, except by or through a receiver appointed by the court; or (b) For such other equitable relief that is just and proper in the circumstances. 2. A member or members, if any, holding at least one-third of the voting power for the election of directors or a majority of the directors in office, may apply for the relief described in subsection 1 whenever it is established that: (a) The corporation has willfully violated its charter; (b) Its trustees or directors have been guilty of fraud or collusion or gross mismanagement in the conduct or control of its affairs; (c) Its trustees or directors have been guilty of misfeasance, malfeasance or nonfeasance; (d) The corporation is unable to conduct its activities or conserve its assets by reason of the act, neglect or refusal to function of any of the directors or trustees; (e) The assets of the corporation are in danger of waste, misapplication, sacrifice or loss; (f) The corporation has abandoned its business; (g) The corporation has not proceeded diligently to wind up its affairs or to distribute its assets in a reasonable time; (h) The corporation has become insolvent; (i) The corporation, although not insolvent, is for any cause not able to pay its debts or other obligations as they mature; (j) The corporation is not about to resume its business with safety to the public; (k) The period of corporate existence has expired and has not been lawfully extended; (l) The corporation has solicited property and has failed to use it for the purpose solicited; (m) The corporation has fraudulently used or solicited property; or (n) The corporation has exceeded its powers. 3. The Attorney General may apply for the relief described in subsection 1 whenever the corporation is a corporation for public benefit and whenever it is established that: (a) The corporation has willfully violated its charter; (b) Its trustees or directors have been guilty of fraud or collusion or gross mismanagement in the conduct or control of its affairs; (c) The corporation has abandoned its business; (d) The corporation has become insolvent; (e) The corporation, although not insolvent, is for any cause not able to pay its debts or other obligations as they mature; (f) The corporation has solicited property and has failed to use it for the purpose solicited; (g) The corporation has fraudulently used or solicited property; or (h) The period of corporate existence has expired and has not been lawfully extended. 4. Any person or superior organization under which the corporation was formed, if expressly authorized to act by the articles, may apply for the relief described in subsection 1 pursuant to the grounds, if any, set forth in the articles. (Added to NRS by 1991, 1289; A 2007, 2663; 2009, 1689)

NOTES: N.R.S. 82.486; N.R.S. 82.536

REGULATORY BODY: Attorney General

STATUTE TEXT: 1. A corporation for public benefit and a corporation holding assets in charitable trust is subject at all times to examination by the Attorney General, on behalf of the State, to ascertain the condition of its affairs and to what extent, if at all, it fails to comply with trusts it has assumed or has departed from the purposes for which it is formed. In case of any such a failure or departure, the Attorney General may institute, in the name of the State, the proceeding necessary to correct the noncompliance or departure. 2. The Attorney General, or any person given the status of relator by the Attorney General, may bring an action to enjoin, correct, obtain damages for or otherwise to remedy a breach of a charitable trust or departure from the purposes for which it is formed. (Added to NRS by 1991, 1263)

NOTES: N.R.S. 82.486; N.R.S. 82.536

REGULATORY BODY: Attorney General

STATUTE TEXT: 292:9 Procedure. n I. Any such corporation, or 1/4 of the members thereof, may apply by petition to the superior court, or in the case of a charitable corporation to the superior court or the probate court, in the county in which the corporation is located, for a decree of dissolution, or for such other relief as may be just; and the court, after due notice to all parties interested and a hearing, may decree that the corporation be dissolved, subject to such limitations and conditions as justice may require. The attorney general shall be notified and given an opportunity to be heard in all cases involving charitable corporations. II. The court shall have the right to appoint a guardian ad litem in the event that any members or shareholders, or both, are unknown or have abandoned a stock interest or membership interest in the corporation. The guardian ad litem shall file a report with the court setting forth its findings with respect to: the attempt to notify the unknown shareholders or members or both; any response from the unknown shareholders or members or both; and the length of time since the date of last contact by the unknown shareholder or member with the corporation. III. The court shall have the discretion, after reviewing the report of the guardian ad litem, to conclude the extent of the rights and interests of the shareholders or members, or both, who are unknown or have abandoned their interests. IV. No member or shareholder shall be entitled to receive an amount from a dissolution of assets greater than the member’s or shareholder’s total contribution to capital or purchase price, or both, of membership certificates. Any and all funds which may be payable to members or shareholders, or both, who have been adjudicated to have abandoned their interests under this section shall revert to the corporation as capital assets. Source. 1887, 72:1. 1891, 46:1. PS 147:10. PL 223:9. RL 272:8. RSA 292:9. 1991, 261:9. 1992, 284:5, eff. Jan. 1, 1993.

NOTES: N.H. Rev. Stat. § 292:9

REGULATORY BODY: Other

STATUTE TEXT: 292:10 Filing Order. n The corporation shall cause an attested copy of the decree of the court to be filed in the office of the secretary of state forthwith after it is made; and when such copy has been so filed, the corporate existence of the corporation shall terminate in accordance with the terms of such decree. Source. 1887, 72:3. PS 147:11. PL 223:10. RL 272:9.

NOTES: File Decree with Sec. of State N.H. Rev. Stat. § 292:10

REGULATORY BODY: Attorney General

STATUTE TEXT: 15A:12-11. Dissolution in action brought by the Attorney General 15A:12-11. Dissolution in Action Brought by the Attorney General. a. The Attorney General may bring an action in the Superior Court for the dissolution of a corporation upon the ground that the corporation: (1) Has procured its organization through fraudulent misrepresentation or concealment of a material fact; (2) Has had its certificate of incorporation revoked under subsection c. of section 15A:4-5 (failure to file its annual report); (3) Has conducted activities after the period of duration specified in its certificate of incorporation and has neither amended its certificate of incorporation to extend the period nor proceeded to liquidate and cease activities; (4) Has repeatedly exceeded the authority conferred upon it by law; (5) Has repeatedly conducted its business in an unlawful manner; (6) Has misused or improperly failed to use its powers, privileges or franchises; (7) Is insolvent; (8) Has suspended its ordinary activities for lack of funds; (9) Is conducting its activities in violation of its certificate of incorporation or, with respect to specific assets, in violation of any terms, conditions, or restrictions applicable to those assets imposed upon it; (10) Is conducting its activities at a great loss and with great prejudice to the interests of its creditors or members; or (11) Is conducting activities in a manner which is prejudicial to the public. b. The Superior Court may proceed in the action in a summary manner or otherwise. Upon a showing by clear and convincing evidence of any cause set forth in subsection a. of this section, the court may declare the corporation dissolved and a copy of the order of the court may be filed in the office of the Secretary of State as evidence thereof. c. The enumeration in subsection a. of this section of grounds for dissolution shall not exclude any other statutory or common law action by the Attorney General for the dissolution of a corporation or the revocation or forfeiture of its corporate franchises. L.1983, c.127, s.15A:12-11, eff. Oct. 1, 1983; amended 1997, c.139, s.4.

NOTES: N.J.S.A. 15A:12-11

REGULATORY BODY: Other

STATUTE TEXT: 15A:12-11. Dissolution in action brought by the Attorney General 15A:12-11. Dissolution in Action Brought by the Attorney General. a. The Attorney General may bring an action in the Superior Court for the dissolution of a corporation upon the ground that the corporation: (1) Has procured its organization through fraudulent misrepresentation or concealment of a material fact; (2) Has had its certificate of incorporation revoked under subsection c. of section 15A:4-5 (failure to file its annual report); (3) Has conducted activities after the period of duration specified in its certificate of incorporation and has neither amended its certificate of incorporation to extend the period nor proceeded to liquidate and cease activities; (4) Has repeatedly exceeded the authority conferred upon it by law; (5) Has repeatedly conducted its business in an unlawful manner; (6) Has misused or improperly failed to use its powers, privileges or franchises; (7) Is insolvent; (8) Has suspended its ordinary activities for lack of funds; (9) Is conducting its activities in violation of its certificate of incorporation or, with respect to specific assets, in violation of any terms, conditions, or restrictions applicable to those assets imposed upon it; (10) Is conducting its activities at a great loss and with great prejudice to the interests of its creditors or members; or (11) Is conducting activities in a manner which is prejudicial to the public. b. The Superior Court may proceed in the action in a summary manner or otherwise. Upon a showing by clear and convincing evidence of any cause set forth in subsection a. of this section, the court may declare the corporation dissolved and a copy of the order of the court may be filed in the office of the Secretary of State as evidence thereof. c. The enumeration in subsection a. of this section of grounds for dissolution shall not exclude any other statutory or common law action by the Attorney General for the dissolution of a corporation or the revocation or forfeiture of its corporate franchises. L.1983, c.127, s.15A:12-11, eff. Oct. 1, 1983; amended 1997, c.139, s.4.

NOTES: File Decree with Sec. of State - N.J.S.A. 15A:12-11, N.J.S.A. 15A:12-22

REGULATORY BODY: Other

STATUTE TEXT: 15A:12-22. Judgment of dissolution; filing copy A copy of every judgment dissolving a corporation or forfeiting its charter shall be forthwith filed by the clerk of the court in the office of the Secretary of State, and a notation thereof shall be made by the Secretary of State on the charter or certificate of incorporation of the corporation affected. The Secretary of State shall notify the Attorney General of the action. L.1983, c. 127, s. 15A:12-22, eff. Oct. 1, 1983.

NOTES: File Decree with Sec. of State - N.J.S.A. 15A:12-11, N.J.S.A. 15A:12-22

REGULATORY BODY: Other

STATUTE TEXT: A. District courts shall have full power to liquidate the assets and affairs of a corporation: (1) in an action by a member or director when it is made to appear that: (a) the directors are deadlocked in the management of the corporate affairs and that irreparable injury to the corporation is being suffered or is threatened by reason thereof, and either that the members are unable to break the deadlock or there are no members having voting rights; or (b) the acts of the directors or those in control of the corporation are illegal, oppressive or fraudulent; or (c) the members entitled to vote in the election of directors are deadlocked in voting power and have failed for at least two years to elect successors to directors whose terms have expired or would have expired upon the election of their successors; or (d) the corporate assets are being misapplied or wasted; or (e) the corporation is unable to carry out its purposes; (2) in an action by a creditor when: (a) the claim of the creditor has been reduced to judgment and an execution thereon has been returned unsatisfied and it is established that the corporation is insolvent; or (b) the corporation has admitted in writing that the claim of the creditor is due and owing and it is established that the corporation is insolvent; or (3) upon application by a corporation to have its dissolution continued under the supervision of the court. B. Proceedings under this section shall be brought in the county in which the registered office or the principal office of the corporation is situated. C. It shall not be necessary to make directors or members parties to any such action or proceedings unless relief is sought against them personally. History: 1953 Comp., ss 51-14-97, enacted by Laws 1975, ch. 217, ss 55. ANNOTATIONSStanding. o Where former members of a nonprofit corporation sought to liquidate the corporation and the district court found that the corporation had no members and that no members qualified to engage in corporate acts or otherwise carry out corporate business, the former members did not have standing to initiate an action to liquidate the corporation and the district court did not have subject matter jurisdiction to proceed with the liquidation action. Disabled Am. Veterans v. Lakeside Veterans Club, Inc., 2011-NMCA-099, 150 N.M. 569, 263 P.3d 911, cert. denied, 2011-NMCERT-009, 269 P.3d 903. Am. Jur. 2d, A.L.R. and C.J.S. references. o 19 Am. Jur. 2d Corporations ss 2812. 19 C.J.S. Corporations ss 816.

NOTES: N. M. S. A. 1978, § 53-8-55 Jurisdiction of the Courts § 53-8-55; File Decree with Sec. of State N. M. S. A. 1978, § 53-8-61

REGULATORY BODY: Other

STATUTE TEXT: A. District courts shall have full power to liquidate the assets and affairs of a corporation: (1) in an action by a member or director when it is made to appear that: (a) the directors are deadlocked in the management of the corporate affairs and that irreparable injury to the corporation is being suffered or is threatened by reason thereof, and either that the members are unable to break the deadlock or there are no members having voting rights; or (b) the acts of the directors or those in control of the corporation are illegal, oppressive or fraudulent; or (c) the members entitled to vote in the election of directors are deadlocked in voting power and have failed for at least two years to elect successors to directors whose terms have expired or would have expired upon the election of their successors; or (d) the corporate assets are being misapplied or wasted; or (e) the corporation is unable to carry out its purposes; (2) in an action by a creditor when: (a) the claim of the creditor has been reduced to judgment and an execution thereon has been returned unsatisfied and it is established that the corporation is insolvent; or (b) the corporation has admitted in writing that the claim of the creditor is due and owing and it is established that the corporation is insolvent; or (3) upon application by a corporation to have its dissolution continued under the supervision of the court. B. Proceedings under this section shall be brought in the county in which the registered office or the principal office of the corporation is situated. C. It shall not be necessary to make directors or members parties to any such action or proceedings unless relief is sought against them personally. History: 1953 Comp., ss 51-14-97, enacted by Laws 1975, ch. 217, ss 55. ANNOTATIONSStanding. o Where former members of a nonprofit corporation sought to liquidate the corporation and the district court found that the corporation had no members and that no members qualified to engage in corporate acts or otherwise carry out corporate business, the former members did not have standing to initiate an action to liquidate the corporation and the district court did not have subject matter jurisdiction to proceed with the liquidation action. Disabled Am. Veterans v. Lakeside Veterans Club, Inc., 2011-NMCA-099, 150 N.M. 569, 263 P.3d 911, cert. denied, 2011-NMCERT-009, 269 P.3d 903. Am. Jur. 2d, A.L.R. and C.J.S. references. o 19 Am. Jur. 2d Corporations ss 2812. 19 C.J.S. Corporations ss 816.

NOTES: N. M. S. A. 1978, § 53-8-55 Jurisdiction of the Courts § 53-8-55; File Decree with Sec. of State N. M. S. A. 1978, § 53-8-61

REGULATORY BODY: Other

STATUTE TEXT: In case the district court enters a decree dissolving a corporation, it shall be the duty of the clerk of the court to file a certified copy of the decree with the corporation commission [secretary of state]. No fee shall be charged by the commission [secretary of state] for the filing thereof. History: 1953 Comp., ss 51-14-103, enacted by Laws 1975, ch. 217, ss 61. ANNOTATIONSBracketed material. o The bracketed material was inserted by the compiler and is not part of the law. Laws 2013, ch. 75, ss 9 provided that as of July 1, 2013, the secretary of state, pursuant to N.M. const., Art. 11, ss 19, shall assume responsibility for chartering corporations as provided by law, including the performance of the functions of the former corporations bureau of the public regulation commission, and that except for Subsection D of 53-5-8 NMSA 1978, references to the “public regulation commission”, “state corporation commission” or “commission” shall be construed to be references to the secretary of state. See 8-4-7 NMSA 1978.

NOTES: N. M. S. A. 1978, § 53-8-55 Jurisdiction of the Courts § 53-8-55; File Decree with Sec. of State N. M. S. A. 1978, § 53-8-61

REGULATORY BODY: Attorney General

STATUTE TEXT: ss 1101. Attorney-general’s action for judicial dissolution. (a) The attorney-general may bring an action for the dissolution of a corporation upon one or more of the following grounds: (1) That the corporation procured its formation through fraudulent misrepresentation or concealment of a material fact. (2) That the corporation has exceeded the authority conferred upon it by law, or has violated any provision of law whereby it has forfeited its charter, or carried on, conducted or transacted its business in a persistently fraudulent or illegal manner, or by the abuse of its powers contrary to public policy of the state has become liable to be dissolved. (b) An action under this section is triable by jury as a matter or right. (c) The enumeration in paragraph (a) of grounds for dissolution shall not exlude actions or special proceedings by the attorney-general or other state officials for the annulment or dissolution of a corporation for other causes as provided in this chapter or in any other statute of this state. (a) The attorney-general may bring an action for the dissolution of a corporation upon one or more of the following grounds: (1) That the corporation procured its formation through fraudulent misrepresentation or concealment of a material fact. (2) That the corporation has exceeded the authority conferred upon it by law, or has violated any provision of law whereby it has forfeited its charter, or carried on, conducted or transacted its business in a persistently fraudulent or illegal manner, or by the abuse of its powers contrary to public policy of the state has become liable to be dissolved. (b) An action under this section is triable by jury as a matter or right. (c) The enumeration in paragraph (a) of grounds for dissolution shall not exlude actions or special proceedings by the attorney-general or other state officials for the annulment or dissolution of a corporation for other causes as provided in this chapter or in any other statute of this state.

NOTES: N-PCL § 1101

REGULATORY BODY: Other

STATUTE TEXT: ss 1003. Certificate of dissolution; contents; approval. (a) After the plan of dissolution and distribution of assets has been adopted, authorized, approved and carried out pursuant to the terms of the plan within the time period set forth pursuant to section 1002-a (Carrying out the plan of dissolution and distribution of assets), a certificate of dissolution, entitled “Certificate of dissolution of …….. (name of corporation) under section 1003 of the Not-for-Profit Corporation Law” shall be signed and, if required pursuant to subparagraph two of paragraph (b) of this section, after the attorney general has affixed thereon his or her consent to the dissolution, such certificate of dissolution shall be delivered to the department of state. It shall set forth: (1) The name of the corporation and, if its name has been changed, the name under which it was formed. (2) The date its certificate of incorporation was filed by the department of state. (3) The name and address of each of its officers and directors. (4) A statement as to whether the corporation is a charitable corporation or a non-charitable corporation. (5) A statement as to whether or not the corporation holds assets at the time of authorization of its plan of dissolution and distribution of assets as provided in section 1002 of this article (Authorization of plan) which are legally required to be used for a particular purpose. (6) That the corporation elects to dissolve. (7) The manner in which the dissolution was authorized. If the dissolution of the corporation is authorized by a vote of the directors and/or members of the corporation that is less than that ordinarily required by the certificate of incorporation, the by-laws, this chapter or any other applicable law, as permitted by paragraph (a) of section 1002 (Authorization of plan) of this article, then the certificate of dissolution shall so state. (8) A statement that prior to delivery of such certificate of dissolution to the department of state for filing, the plan of dissolution and distribution of assets has been approved by the attorney general or by a justice of the supreme court, if such approval is required pursuant to section 1002 (Authorization of plan) of this article. A copy of the approval of the attorney general or of the court order shall be attached to the certificate of dissolution. In the case of a corporation, other than a corporation incorporated pursuant to article 15 (Public cemetery corporations), having no assets to distribute, or having no assets to distribute other than a reserve not to exceed twenty-five thousand dollars for the purpose of paying ordinary and necessary expenses of winding up its affairs including attorney and accountant fees, and liabilities not in excess of ten thousand dollars at the time of dissolution, a statement that a copy of the plan of dissolution which contains the statement prescribed by paragraph (b) of section 1001 (Plan of dissolution and distribution of assets) has been duly filed with the attorney general, if required. (b) Such certificate of dissolution shall have endorsed thereon or annexed thereto the approval of the dissolution: (1) By a governmental body or officer, if such approval is required. A corporation whose statement of purposes specifically includes the establishment or operation of a child day care center, as that term is defined in section three hundred ninety of the social services law, shall provide a certified copy of any certificate of dissolution involving such corporation to the office of children and family services within thirty days after the filing of such dissolution with the department of state. (2) By the attorney general in the case of a charitable corporation, or any other corporation that holds assets at the time of dissolution legally required to be used for a particular purpose. (c) The application to the attorney general for approval of the certificate of dissolution pursuant to paragraph (b) of this section shall be by verified petition and shall include a final financial report showing disposition of all of the corporation’s assets and liabilities, the requisite governmental approvals and the appropriate fees, if any, accompanied by the certificate of dissolution. (a) After the plan of dissolution and distribution of assets has been adopted, authorized, approved and carried out pursuant to the terms of the plan within the time period set forth pursuant to section 1002-a (Carrying out the plan of dissolution and distribution of assets), a certificate of dissolution, entitled “Certificate of dissolution of …….. (name of corporation) under section 1003 of the Not-for-Profit Corporation Law” shall be signed and, if required pursuant to subparagraph two of paragraph (b) of this section, after the attorney general has affixed thereon his or her consent to the dissolution, such certificate of dissolution shall be delivered to the department of state. It shall set forth: (1) The name of the corporation and, if its name has been changed, the name under which it was formed. (2) The date its certificate of incorporation was filed by the department of state. (3) The name and address of each of its officers and directors. (4) A statement as to whether the corporation is a charitable corporation or a non-charitable corporation. (5) A statement as to whether or not the corporation holds assets at the time of authorization of its plan of dissolution and distribution of assets as provided in section 1002 of this article (Authorization of plan) which are legally required to be used for a particular purpose. (6) That the corporation elects to dissolve. (7) The manner in which the dissolution was authorized. If the dissolution of the corporation is authorized by a vote of the directors and/or members of the corporation that is less than that ordinarily required by the certificate of incorporation, the by-laws, this chapter or any other applicable law, as permitted by paragraph (a) of section 1002 (Authorization of plan) of this article, then the certificate of dissolution shall so state. (8) A statement that prior to delivery of such certificate of dissolution to the department of state for filing, the plan of dissolution and distribution of assets has been approved by the attorney general or by a justice of the supreme court, if such approval is required pursuant to section 1002 (Authorization of plan) of this article. A copy of the approval of the attorney general or of the court order shall be attached to the certificate of dissolution. In the case of a corporation, other than a corporation incorporated pursuant to article 15 (Public cemetery corporations), having no assets to distribute, or having no assets to distribute other than a reserve not to exceed twenty-five thousand dollars for the purpose of paying ordinary and necessary expenses of winding up its affairs including attorney and accountant fees, and liabilities not in excess of ten thousand dollars at the time of dissolution, a statement that a copy of the plan of dissolution which contains the statement prescribed by paragraph (b) of section 1001 (Plan of dissolution and distribution of assets) has been duly filed with the attorney general, if required. (b) Such certificate of dissolution shall have endorsed thereon or annexed thereto the approval of the dissolution: (1) By a governmental body or officer, if such approval is required. A corporation whose statement of purposes specifically includes the establishment or operation of a child day care center, as that term is defined in section three hundred ninety of the social services law, shall provide a certified copy of any certificate of dissolution involving such corporation to the office of children and family services within thirty days after the filing of such dissolution with the department of state. (2) By the attorney general in the case of a charitable corporation, or any other corporation that holds assets at the time of dissolution legally required to be used for a particular purpose. (c) The application to the attorney general for approval of the certificate of dissolution pursuant to paragraph (b) of this section shall be by verified petition and shall include a final financial report showing disposition of all of the corporation’s assets and liabilities, the requisite governmental approvals and the appropriate fees, if any, accompanied by the certificate of dissolution.

NOTES: Must file Decree with Sec. of State per N-PCL § 1003

REGULATORY BODY: Attorney General

STATUTE TEXT: 55A-14-30. Grounds for judicial dissolution.(a) 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; orb. The corporation has, after written notice by the Attorney General given at least 20 days prior thereto, continued to exceed or abuse the authority conferred upon it by law;(2) In a proceeding by a member or director, 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 break 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; ore. The corporation 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 judgment and execution on the judgment has been returned unsatisfied; orb. The corporation has admitted in writing that the creditor’s claim is due and owing and the corporation is insolvent.(4) In a proceeding by the corporation to have its voluntary dissolution continued under court supervision.(b) 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 charitable or religious corporation; and(3) Dissolution is reasonably necessary for the protection of the rights or interests of the members, if any. (1955, c. 1230; 1985 (Reg. Sess., 1986), c. 801, s. 42; 1993, c. 398, s. 1.)

NOTES: N.C.G.S.A. § 55A-14-30

REGULATORY BODY: Other

STATUTE TEXT: 55A-14-33. Decree of dissolution.(a) If, after a hearing, the court determines that one or more grounds for judicial dissolution described in G.S. 55A-14-30 exist, it may enter a decree dissolving the corporation and specifying the effective date of the dissolution, and the clerk of the court shall deliver a certified copy of the decree to the Secretary of State, who shall file it.(b) After entering the decree of dissolution, the court shall direct the winding up and liquidation of the corporation’s affairs in accordance with G.S. 55A-14-06 and the notification of its claimants in accordance with G.S. 55A-14-07 and G.S. 55A-14-08. The corporation’s name becomes available for use by another entity as provided in G.S. 55D-21. (1955, c. 1230; 1967, c. 823, s. 23; 1985 (Reg. Sess., 1986), c. 801, s. 42; 1993, c. 398, s. 1; 2001-358, s. 24; 2001-387, ss. 173, 175(a); 2001-413, s. 6.)

NOTES: File Decree with Sec. of State N.C.G.S.A. § 55A-14-33

REGULATORY BODY: Attorney General

STATUTE TEXT: 1.A court may grant equitable relief it considers just and reasonable in the circumstances or may dissolve a corporation and liquidate its assets and activities:a.In a supervised voluntary dissolution under section 10-33-106.b.In an action by a director or at least fifty members with voting rights or ten percent of the members with voting rights, whichever is less, when it is established that:(1) The directors or the persons having the authority otherwise vested in the board are deadlocked in the management of the corporate affairs, the members cannot break the deadlock, and the corporation or the parties have not provided for a procedure to resolve the dispute;(2) The directors or those in control of the corporation have acted fraudulently, illegally, or in a manner unfairly prejudicial toward one or more members in their capacities as members, directors, or officers;(3) The members of the corporation are so divided in voting power that, for a period that includes the time when two consecutive regular meetings were held, they have failed to elect successors to directors whose terms have expired or would have expired upon the election and qualification of their successors;(4) The corporate assets are being misapplied or wasted; or(5) The period of duration as provided in the articles has expired and has not been extended as provided in section 10-33-118.c.In an action by a creditor when:(1) The claim of the creditor has been reduced to judgment and an execution on it has been returned unsatisfied; or(2) The corporation has admitted in writing that the claim of the creditor is due and owing and it is established that the corporation cannot pay its debts in the ordinary course of its activities.d.In an action by the attorney general when it is established that:(1) The articles and certificate of incorporation were obtained through fraud; (2) The corporation should not have been formed under this chapter;(3) The corporation failed to comply with the requirements of sections 10-33-02 through 10-33-19 essential to incorporation under or election to become governed by this chapter;(4) The corporation has flagrantly violated a provision of this chapter, has violated a provision of this chapter more than once, or has violated more than one provision of this chapter;(5) The corporation has engaged in an unauthorized act, contract, conveyance, or transfer or has exceeded its powers;(6) The corporation has acted, or failed to act, in a manner that constitutes surrender or abandonment of the corporate purpose, franchise, privileges, or enterprise;(7) The corporation has liabilities and obligations exceeding the corporate assets;(8) The period of corporate existence has ended without extension;(9) The corporation has failed for a period of ninety days to pay fees, charges, or penalties required by this chapter;(10) The corporation has failed for a period of thirty days:(a)To appoint and maintain a registered agent in this state as provided in chapter 10-01.1; or(b)After changing its registered office, to file with the secretary of state a statement of the change as provided in chapter 10-01.1;(11) The corporation has answered falsely or failed to answer a reasonable written interrogatory from the secretary of state or the attorney general to the corporation, its officers, or directors;(12) The corporation has solicited property and has failed to use it for the purpose solicited; or(13) The corporation has fraudulently used or solicited property.e.An action may not be commenced under subdivision d until thirty days after notice to the corporation by the attorney general of the reason for the filing of the action. If the reason for filing the action is an act that the corporation has done, or omitted to do, and the act or omission may be corrected by an amendment of the articles or bylaws or by performance of or abstention from the act, the attorney general shall give the corporation thirty additional days in which to effect the correction before filing the action.2.In determining whether to order equitable relief or dissolution under this section, the court shall consider the financial condition of the corporation but may not refuse to order equitable relief or dissolution solely on the ground that the corporation is solvent.3.In deciding whether to order dissolution, the court shall consider whether lesser relief suggested by one or more parties, such as any form of equitable relief or a partial liquidation, would be adequate to permanently relieve the circumstances established under subdivision b, c, or d of subsection 1. Lesser relief may be ordered if it would be appropriate under the facts and circumstances of the case.4.If the court finds that a party to a proceeding brought under this section has acted arbitrarily, vexatiously, or otherwise not in good faith, it may award reasonable expenses, including attorney’s fees and disbursements, to any of the other parties.5.Proceedings under this section must be brought in a court within the county in which the principal executive office of the corporation is located. It is not necessary to make members parties to the action or proceeding unless relief is sought against them personally.

NOTES: NDCC, 10-33-107

REGULATORY BODY: Other

STATUTE TEXT: After the court enters a decree dissolving a corporation, the clerk of court shall cause a certified copy of the decree to be filed with the secretary of state. The secretary of state may not charge a fee for filing the decree.

NOTES: NDCC, 10-33-113

REGULATORY BODY: Attorney General

STATUTE TEXT: (A) A corporation may be dissolved judicially and its affairs wound up: (1) By an order of the supreme court or of a court of appeals in an action in quo warranto brought as provided by sections 2733.02 to 2733.39 of the Revised Code, in which event the court may order the affairs of the corporation to be wound up by its directors as in the case of voluntary dissolution, or by proceedings in, and under the order of, the court of common pleas of the county in this state in which the corporation has its principal office; (2) By an order of the court of common pleas of the county in this state in which such corporation has its principal office, in an action brought by voting members entitled to dissolve the corporation voluntarily, when it is established: (a) That its articles have been canceled or its period of existence has expired and that it is necessary in order to protect the members that the corporation be judicially dissolved; (b) That the corporation is insolvent or is unable to afford reasonable security to those who may deal with it and that it is necessary in order to protect the creditors of the corporation that the corporation be judicially dissolved; (c) That the objects of the corporation have wholly failed or are entirely abandoned or that their accomplishment is impracticable; (3) By an order of the court of common pleas of the county in this state in which the corporation has its principal office, in an action brought by a majority of the voting members, or such lesser proportion or number of voting members as are entitled by the articles to dissolve the corporation voluntarily, when it is established that it is beneficial to the members that the corporation be judicially dissolved; (4) By an order of the court of common pleas of the county in this state in which the corporation has its principal office, in an action brought by one-half of the directors when there is an even number of directors or by one-half of the voting members, when it is established that the corporation has an even number of directors who are deadlocked in the management of the corporate affairs and the voting members are unable to break the deadlock, or when it is established that the corporation has an uneven number of directors and that the voting members are deadlocked in voting power and unable to agree upon or vote for the election of directors as successors to directors whose terms normally would expire upon the election of their successors. (B) A complaint for judicial dissolution shall be verified by any of the complainants and shall set forth facts showing that the case is one of those specified in this section. Unless the complainants set forth in the complaint that they are unable to annex a list of members, a schedule shall be annexed to the complaint setting forth the name of each member and the member’s address if it is known. (C) Upon the filing of a complaint for judicial dissolution, the court with which it is filed shall have power to issue injunctions, to appoint a receiver with such authority and duties as the court from time to time may direct, to take such other proceedings as may be necessary to protect the property or the rights of the complainants or of the persons interested, and to carry on the activities of the corporation until a full hearing can be had. Upon or after the filing of a complaint for judicial dissolution, the court, by injunction or order, may stay the prosecution of any proceeding against the corporation or involving any of its property and require the parties to it to present and prove their claims, demands, rights, interests, or liens, at the time and in the manner required of creditors or others. The court may refer the complaint to a special master commissioner. (D) After a hearing had upon such notice as the court may direct to be given to all parties to the proceeding and to any other parties in interest designated by the court, a final order based either upon the evidence, or upon the report of the special master commissioner if one has been appointed, shall be made dissolving the corporation or dismissing the complaint. An order or judgment for the judicial dissolution of a corporation shall contain a concise statement of the proceedings leading up to the order or judgment; the name of the corporation; the place in this state where its principal office is located; the names and addresses of its directors and officers; the name and address of a statutory agent; and, if desired, such other provisions with respect to the judicial dissolution and winding up as are considered necessary or desirable. A certified copy of such order forthwith shall be filed in the office of the secretary of state, whereupon the corporation shall be dissolved. To the extent consistent with orders entered in such proceeding, the effect of such judicial dissolution shall be the same as in the case of voluntary dissolution, and the provisions of sections 1702.49, 1702.50, and 1702.51 of the Revised Code relating to the authority and duties of directors during the winding up of the affairs of a corporation dissolved voluntarily, with respect to the jurisdiction of courts over the winding up of the affairs of a corporation, and with respect to receivers for winding up the affairs of a corporation shall be applicable to corporations judicially dissolved. (E) A judicial proceeding under this section concerning the judicial dissolution of a corporation is a special proceeding, and final orders in the proceeding may be vacated, modified, or reversed on appeal pursuant to the Rules of Appellate Procedure or the Rules of Practice of the Supreme Court, whichever are applicable, and, to the extent not in conflict with those rules, Chapter 2505. of the Revised Code. Effective Date: 04-10-2001 .

NOTES: R.C. § 1702.52

REGULATORY BODY: Other

STATUTE TEXT: (A) A corporation may be dissolved judicially and its affairs wound up: (1) By an order of the supreme court or of a court of appeals in an action in quo warranto brought as provided by sections 2733.02 to 2733.39 of the Revised Code, in which event the court may order the affairs of the corporation to be wound up by its directors as in the case of voluntary dissolution, or by proceedings in, and under the order of, the court of common pleas of the county in this state in which the corporation has its principal office; (2) By an order of the court of common pleas of the county in this state in which such corporation has its principal office, in an action brought by voting members entitled to dissolve the corporation voluntarily, when it is established: (a) That its articles have been canceled or its period of existence has expired and that it is necessary in order to protect the members that the corporation be judicially dissolved; (b) That the corporation is insolvent or is unable to afford reasonable security to those who may deal with it and that it is necessary in order to protect the creditors of the corporation that the corporation be judicially dissolved; (c) That the objects of the corporation have wholly failed or are entirely abandoned or that their accomplishment is impracticable; (3) By an order of the court of common pleas of the county in this state in which the corporation has its principal office, in an action brought by a majority of the voting members, or such lesser proportion or number of voting members as are entitled by the articles to dissolve the corporation voluntarily, when it is established that it is beneficial to the members that the corporation be judicially dissolved; (4) By an order of the court of common pleas of the county in this state in which the corporation has its principal office, in an action brought by one-half of the directors when there is an even number of directors or by one-half of the voting members, when it is established that the corporation has an even number of directors who are deadlocked in the management of the corporate affairs and the voting members are unable to break the deadlock, or when it is established that the corporation has an uneven number of directors and that the voting members are deadlocked in voting power and unable to agree upon or vote for the election of directors as successors to directors whose terms normally would expire upon the election of their successors. (B) A complaint for judicial dissolution shall be verified by any of the complainants and shall set forth facts showing that the case is one of those specified in this section. Unless the complainants set forth in the complaint that they are unable to annex a list of members, a schedule shall be annexed to the complaint setting forth the name of each member and the member’s address if it is known. (C) Upon the filing of a complaint for judicial dissolution, the court with which it is filed shall have power to issue injunctions, to appoint a receiver with such authority and duties as the court from time to time may direct, to take such other proceedings as may be necessary to protect the property or the rights of the complainants or of the persons interested, and to carry on the activities of the corporation until a full hearing can be had. Upon or after the filing of a complaint for judicial dissolution, the court, by injunction or order, may stay the prosecution of any proceeding against the corporation or involving any of its property and require the parties to it to present and prove their claims, demands, rights, interests, or liens, at the time and in the manner required of creditors or others. The court may refer the complaint to a special master commissioner. (D) After a hearing had upon such notice as the court may direct to be given to all parties to the proceeding and to any other parties in interest designated by the court, a final order based either upon the evidence, or upon the report of the special master commissioner if one has been appointed, shall be made dissolving the corporation or dismissing the complaint. An order or judgment for the judicial dissolution of a corporation shall contain a concise statement of the proceedings leading up to the order or judgment; the name of the corporation; the place in this state where its principal office is located; the names and addresses of its directors and officers; the name and address of a statutory agent; and, if desired, such other provisions with respect to the judicial dissolution and winding up as are considered necessary or desirable. A certified copy of such order forthwith shall be filed in the office of the secretary of state, whereupon the corporation shall be dissolved. To the extent consistent with orders entered in such proceeding, the effect of such judicial dissolution shall be the same as in the case of voluntary dissolution, and the provisions of sections 1702.49, 1702.50, and 1702.51 of the Revised Code relating to the authority and duties of directors during the winding up of the affairs of a corporation dissolved voluntarily, with respect to the jurisdiction of courts over the winding up of the affairs of a corporation, and with respect to receivers for winding up the affairs of a corporation shall be applicable to corporations judicially dissolved. (E) A judicial proceeding under this section concerning the judicial dissolution of a corporation is a special proceeding, and final orders in the proceeding may be vacated, modified, or reversed on appeal pursuant to the Rules of Appellate Procedure or the Rules of Practice of the Supreme Court, whichever are applicable, and, to the extent not in conflict with those rules, Chapter 2505. of the Revised Code. Effective Date: 04-10-2001 .

NOTES: R.C. § 1702.52

REGULATORY BODY: Attorney General

STATUTE TEXT: REVOCATION OR FORFEITURE OF CHARTER; PROCEEDINGS A. The district court shall have jurisdiction to revoke or forfeit the charter of any corporation for abuse, misuse or nonuse of its corporate powers, privileges or franchises. The Attorney General, upon his own motion or upon the relation of a proper party, shall proceed for this purpose by complaint in the county in which the registered office of the corporation is located. B. The district court shall have power, by appointment of receivers or otherwise, to administer and wind up the affairs of any corporation whose charter shall be revoked or forfeited by any court pursuant to the provisions of the Oklahoma General Corporation Act or otherwise, and to make such orders and decrees with respect thereto as shall be just and equitable respecting its affairs and assets and the rights of its shareholders and creditors. C. No proceeding shall be instituted pursuant to the provisions of this section for nonuse of any corporation’s powers, privileges or franchises during the first two (2) years after its incorporation. Added by Laws 1986, c. 292, ss 104, eff. Nov. 1, 1986.

NOTES: 18 Okl.St.Ann. § 1104

REGULATORY BODY: Other

STATUTE TEXT: DISSOLUTION OR FORFEITURE OF CHARTER BY DECREE OF COURT; FILING Whenever any corporation is dissolved or its charter forfeited by decree or judgment of the district court, the decree or judgment shall be immediately filed by the clerk in the court of the county in which the decree or judgment was entered, in the Office of the Secretary of State, and a note thereof shall be made by the Secretary of State on the corporation’s charter or certificate of incorporation and on the index thereof. Added by Laws 1986, c. 292, ss 105, eff. Nov. 1, 1986.

NOTES: 18 Okl.St.Ann. § 1105

REGULATORY BODY: Attorney General

STATUTE TEXT: (1) A circuit court may dissolve a corporation:(a) In a proceeding by the Attorney General if the court finds that: (A) The corporation filed articles of incorporation with fraudulent intent, with fraudulent information or in a manner that otherwise indicates fraud; (B) The corporation has exceeded or abused the authority conferred upon the corporation by law; (C) The corporation has fraudulently solicited money or has fraudulently used the money solicited; (D) The corporation is a public benefit corporation and the corporate assets are being misapplied or wasted; (E) The corporation is a public benefit corporation and is no longer able to carry out the public benefit corporationis purposes or the Internal Revenue Service has revoked the public benefit corporationis tax exempt status; or (F) The corporation is a shell entity. For purposes of this subparagraph: (i) A court may find that a corporation is a shell entity if the court determines that the corporation was used or incorporated for an illegal purpose, was used or incorporated to defraud or deceive a person or a governmental agency or was used or incorporated to fraudulently conceal any business activity from another person or a governmental agency; and (ii) The Attorney General may make a prima facie showing that a corporation is a shell entity by stating in an affidavit that: (I) The corporation did not provide a name or address required by the Secretary of State, or the name or address the corporation provided was false, fraudulent or inadequate; (II) The corporationis articles of incorporation, a record the corporation must keep under ORS 65.771 or the corporationis annual report is false, fraudulent or inadequate; (III) A public body, as defined in ORS 174.109, attempted to communicate with, or serve legal process upon, the corporation at the address or by means of other contract information the corporation provided to the Secretary of State, but the corporation failed to respond; or (IV) The Attorney General has other evidence that shows that the corporation was used or incorporated for an illegal purpose, was used or incorporated to defraud or deceive a person or a governmental agency or was used or incorporated to fraudulently conceal any business activity from another person or a governmental agency. (b) Except as provided in the articles of incorporation or bylaws of a religious corporation, in a proceeding by 50 members or members holding five percent or more of the voting power, whichever is less, or by a director or any person specified in the articles of incorporation, if the court finds that: (A) The directors are deadlocked in the management of the corporate affairs, and the members, if any, are unable to break 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 expired; (D) The corporate assets are being misapplied or wasted; or (E) The corporation is a public benefit corporation or religious corporation and is no longer able to carry out the public benefit corporationis or religious corporationis purposes; (c) In a proceeding by a creditor if the court finds that: (A) The creditoris 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 creditoris claim is due and owing and the corporation is insolvent; or (d) In a proceeding by the corporation to have the corporationis voluntary dissolution continued under court supervision. (2) Before dissolving a corporation, the court shall consider whether: (a) Reasonable alternatives to dissolution exist; (b) Dissolution is in the public interest, if the corporation is a public benefit corporation; or (c) Dissolution is the best way of protecting the interests of members, if the corporation is a mutual benefit corporation. (3) In addition to subjecting a corporation to dissolution under subsection (1)(a)(F) of this section, a finding that a corporation is a shell entity has the following effects: (a) A court may rebuttably presume that the corporationis filings with the Secretary of State constitute a false claim, as defined in ORS 180.750, in any action the Attorney General brings against the corporation under ORS 180.760 and may award to the Attorney General reasonable attorney fees and the costs of investigation, preparation and litigation if the Attorney General prevails in the action; and (b) A public body, as defined in ORS 174.109, in any proceeding against the corporation, may move to enjoin a director, officer or other person that exercises significant direction or control over the corporation from engaging in commercial activity in this state, including but not limited to incorporating or organizing an entity in this state. (4) A corporation may affirmatively defend against an allegation that the corporation is a shell entity by showing that the corporation, within 60 days after receiving a request to provide or correct a name, address or other information required for a filing or in articles of incorporation, a record the corporation must keep or an annual report, or within 60 days after the date of a request to respond to a communication or service of process, provided or corrected the name, address or other information or responded to the communication or service of process. [1989 c.1010 ss142; 2019 c.174 ss95]

NOTES: O.R.S. § 65.661

REGULATORY BODY: Other

STATUTE TEXT: (1) If after a hearing a court determines that one or more grounds for judicial dissolution described in ORS 65.661 exist, the court may enter a judgment dissolving the corporation and specifying the effective date of the dissolution. The clerk of the court shall deliver a certified copy of the judgment to the Secretary of State for filing.(2) After entering the judgment of dissolution, the court shall direct the winding up and liquidation of the corporationis affairs in accordance with ORS 65.637 and the notification of claimants in accordance with ORS 65.641 and 65.644. [1989 c.1010 ss145; 2003 c.576 ss329; 2019 c.174 ss98]

NOTES: O.R.S. § 65.671

REGULATORY BODY: Attorney General

STATUTE TEXT:

NOTES: 20 Pa.C.S.A. § 7740.3

REGULATORY BODY: Other

STATUTE TEXT:

NOTES: 20 Pa.C.S.A. § 7740.3

REGULATORY BODY: Attorney General

STATUTE TEXT: ss 7-6-96. Interrogatories by secretary of state. The secretary of state may propound to any domestic or foreign corporation, subject to the provisions of this chapter, and to any officer or director of the corporation, any interrogatories that are reasonably necessary and proper to enable the secretary of state to ascertain whether the corporation has complied with all the applicable provisions of this chapter. The interrogatories shall be answered within thirty (30) days after their mailing, or within any additional time that is fixed by the secretary of state. The answers to the interrogatories shall be full and complete and shall be made in writing and under oath. If the interrogatories are directed to an individual, they shall be answered by that individual and if directed to a corporation they shall be answered by the president, vice president, secretary or assistant secretary, or treasurer or assistant treasurer of the corporation. The secretary of state need not file any document to which the interrogatories relate until the interrogatories are answered as provided in this section, and not then if the interrogatory answers disclose that the document is not in conformity with the provisions of this chapter. The secretary of state shall certify to the attorney general, for any action that the attorney general deems appropriate, all interrogatories and answers to them that disclose a violation of any of the provisions of this chapter. History of Section. (P.L. 1984, ch. 380, ss 1; P.L. 1984, ch. 444, ss 1.)

NOTES: Sec. of State may certify interrogatories to AG regarding any action the AG deems appropriate: Gen.Laws 1956, § 7-6-96

REGULATORY BODY: Other

STATUTE TEXT: ss 7-6-60. Jurisdiction of court to liquidate assets and affairs of the corporation. (a) The superior court has full power to liquidate the assets and affairs of a corporation: (1) In an action by a member or director when it is made to appear: (i) That the directors are deadlocked in the management of the corporate affairs and that irreparable injury to the corporation is being suffered or is threatened because of the deadlock, and either that the members are unable to break the deadlock or there are no members having voting rights; (ii) That the acts of the directors or those in control of the corporation are illegal, oppressive, or fraudulent; (iii) That the members entitled to vote in the election of directors are deadlocked in voting power and have failed for at least two (2) years to elect successors to directors whose terms have expired or would have expired upon the election of their successors; (iv) That the corporate assets are being misapplied or wasted; or (v) That the corporation is unable to carry out its purposes; (2) In an action by a creditor: (i) When the claim of the creditor has been reduced to judgment and an execution on it has been returned unsatisfied and it is established that the corporation is insolvent; or (ii) When the corporation has admitted in writing that the claim of the creditor is due and owing and it is established that the corporation is insolvent; (3) Upon application by a corporation to have its dissolution continued under the supervision of the court; (4) When the corporation’s certificate of incorporation is subject to revocation by the secretary of state and it is established that liquidation of its affairs should precede the issuance of a certificate of revocation. (b) Proceedings under this section shall be brought in the county in which the registered office or the principal office of the corporation is situated. (c) It is not necessary to make directors or members parties to any action or proceedings unless relief is sought against them personally. History of Section. (P.L. 1984, ch. 380, ss 1; P.L. 1984, ch. 444, ss 1; P.L. 2018, ch. 346, ss 6.)

NOTES: Secretary of State, Gen.Laws 1956, § 7-6-60

REGULATORY BODY: Attorney General

STATUTE TEXT: (a) The court of common pleas may dissolve a corporation: (1) in a proceeding by the Attorney General if it is established that: (i) the corporation obtained its articles of incorporation through fraud; (ii) the corporation has continued to exceed or abuse the authority conferred upon it by law; (iii) the corporation is a public benefit corporation and the assets are being misapplied or wasted; (iv) the corporation is a public benefit corporation and it is no longer able to carry out its purposes; (v) the corporation has improperly solicited money or has fraudulently used the money solicited; or (vi) has carried on, conducted, or transacted its business or affairs in a persistently fraudulent or illegal manner. The enumeration of these grounds for dissolution, (i) through (vi), shall not exclude actions or special proceedings by the Attorney General or other state official for the dissolution of a corporation for other causes as provided in this chapter or in any other statute of this State; (2) except as provided in the articles or bylaws of a religious corporation, 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: (i) the directors are deadlocked in the management of the corporate affairs and the members, if any, are unable to break the deadlock; (ii) 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, or unfairly prejudicial either to the corporation or to any member, whether in his capacity as a member, director, or officer of the corporation; (iii) 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; (iv) the corporate assets are being misapplied or wasted; (v) the corporation is a public benefit or religious corporation and is no longer able to carry out its purposes; (vi) the corporation has abandoned its business and has failed within a reasonable time to dissolve, to liquidate its affairs, or to distribute its remaining property among its members; or (vii) the corporation’s period of duration stated in its articles of incorporation has expired; (3) in a proceeding by a creditor if it is established that: (i) the creditor’s claim has been reduced to judgment, the execution on the judgment returned unsatisfied, and the corporation is insolvent; or (ii) the corporation has admitted in writing that the creditor’s claim is due and owing and the corporation is insolvent; (4) in a proceeding by the corporation to have its voluntary dissolution continued under court supervision. (b) Before 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; and (3) dissolution is the best way of protecting the interests of members, if the corporation is a mutual benefit corporation. The court may order any other form of relief which it deems proper in the circumstances. HISTORY: 1994 Act No. 384, Section 1.

NOTES: Code 1976 § 33-31-1430

REGULATORY BODY: Other

STATUTE TEXT: (a) If after a hearing the court determines that one or more grounds for judicial dissolution described in Section 33-31-1430 exist, it may enter a decree dissolving the corporation and specifying the effective date of the dissolution, or may order any other form of relief which it deems proper in the circumstances, and the clerk of the court shall deliver a certified copy of the decree to the Secretary of State, who shall file it without charging a fee. (b) After entering the decree of dissolution, the court shall direct the winding up and liquidation of the corporation’s affairs in accordance with Section 33-31-1406 and the notification of its claimants in accordance with Sections 33-31-1407 and 33-31-1408. HISTORY: 1994 Act No. 384, Section 1.

NOTES: Code 1976 § 33-31-1433

REGULATORY BODY: Attorney General

STATUTE TEXT: 47-26-16. Involuntary dissolution by court decree–Action by attorney general–Grounds of action. The provisions of ss 47-24-13.1 notwithstanding, a corporation may be dissolved involuntarily by a decree of the circuit court in an action filed by the attorney general if it is established that:(1) The corporation procured its articles of incorporation through fraud; or(2) The corporation has continued to exceed or abuse the authority conferred upon it by law.Source: SL 1965, ch 24, ss 53; SL 1967, ch 14, ss 1; SL 1989, ch 393, ss 31.

NOTES: SDCL § 47-26-16

REGULATORY BODY: Other

STATUTE TEXT: 47-26-37. Copy of decree filed with secretary of state–Fee. In case the court shall enter a decree dissolving a corporation, it shall be the duty of the clerk of such court to cause a certified copy of the decree to be filed with the secretary of state. No fee shall be charged by the secretary of state for the filing thereof.Source: SL 1965, ch 24, ss 62.

NOTES: SDCL § 47-26-37

REGULATORY BODY: Attorney General

STATUTE TEXT: (a) Any court of record with proper venue in accordance with ss 48-64-302(a) may dissolve a corporation: (1) In a proceeding by the attorney general and reporter if it is established that the corporation: (A) Obtained its charter through fraud; (B) Has exceeded or abused the authority conferred upon it by law; (C) Has violated any provision of law resulting in the forfeiture of its charter; (D) Has carried on, conducted, or transacted its business or affairs in a persistently fraudulent or illegal manner; (E) Is a public benefit corporation and the corporate assets are being misapplied or wasted; or (F) Is a public benefit corporation and is no longer able to carry out its purposes; provided, that the enumeration of these grounds for dissolution shall not exclude actions or special proceedings by the attorney general and reporter or other state officials for the dissolution of a corporation for other causes as provided in this chapter or in any other statute of this state; (2) In a proceeding by fifty (50) members or members holding five percent (5%) of the voting power, whichever is less, or any person specified in this chapter, 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 generally conducted 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, oppressive, or fraudulent; (C) The members are deadlocked in voting power and have failed, for a period that includes at least two (2) consecutive annual meeting dates, to elect successors to directors whose terms have expired or would have expired upon the election of their successors; (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 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; and (4) In a proceeding by the corporation to have its voluntary dissolution continued under court supervision. (b) With respect to actions based on subdivision (a)(2), (a)(3) or (a)(4), 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; and (3) Dissolution is the best way of protecting the interests of members, if the corporation is a mutual benefit corporation.

NOTES: T. C. A. § 48-64-301

REGULATORY BODY: Other

STATUTE TEXT: (a) If after a hearing the court determines that one (1) or more grounds for judicial dissolution described in ss 48-64-301 exist, it may enter a decree dissolving the corporation and specifying the effective date of the dissolution, and the clerk of the court shall deliver a certified copy of the decree to the secretary of state, who shall file it. (b) After entering the decree of dissolution, the court shall direct the winding up and liquidation of the corporation’s assets and affairs in accordance with ss 48-64-105 and the notification of claimants in accordance with ssss 48-64-106 and 48-64-107.

NOTES: T. C. A. § 48-64-304

REGULATORY BODY: Attorney General

STATUTE TEXT:

NOTES: V.T.C.A., Business Organizations Code § 11.303

REGULATORY BODY: Other

STATUTE TEXT:

NOTES: V.T.C.A., Business Organizations Code § 11.302

REGULATORY BODY: Attorney General

STATUTE TEXT: 16-6a-1414. Grounds for judicial dissolution. (1) A nonprofit corporation may be dissolved in a proceeding by the attorney general or the division director if it is established that: (a) the nonprofit corporation obtained its articles of incorporation through fraud; or (b) the nonprofit corporation has continued to exceed or abuse the authority conferred upon it by law. (2) A nonprofit corporation may be dissolved in a proceeding by a member or director if it is established that: (a) (i) the directors are deadlocked in the management of the corporate affairs; (ii) the members, if any, are unable to break the deadlock; and (iii) irreparable injury to the nonprofit corporation is threatened or being suffered; (b) the directors or those in control of the nonprofit 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 expired or would have expired upon the election of their successors; or (d) the corporate assets are being misapplied or wasted. (3) A nonprofit corporation may be dissolved in a proceeding by a creditor if it is established that: (a) (i) the creditor’s claim has been reduced to judgment; (ii) the execution on the judgment has been returned unsatisfied; and (iii) the nonprofit corporation is insolvent; or (b) (i) the nonprofit corporation is insolvent; and (ii) the nonprofit corporation has admitted in writing that the creditor’s claim is due and owing. (4) (a) If a nonprofit corporation has been dissolved by voluntary or administrative action taken under this part: (i) the nonprofit corporation may bring a proceeding to wind up and liquidate its business and affairs under judicial supervision in accordance with Section 16-6a-1405; and (ii) the attorney general, a director, a member, or a creditor may bring a proceeding to wind up and liquidate the affairs of the nonprofit corporation under judicial supervision in accordance with Section 16-6a-1405, upon establishing the grounds set forth in Subsections (1) through (3). (b) As used in Sections 16-6a-1415 through 16-6a-1417: (i) a “judicial proceeding to dissolve the nonprofit corporation” includes a proceeding brought under this Subsection (4); and (ii) a “decree of dissolution” includes an order of a court entered in a proceeding under this Subsection (4) that directs that the affairs of a nonprofit corporation shall be wound up and liquidated under judicial supervision. Enacted by Chapter 300, 2000 General Session

NOTES: Utah Code § 16-6a-1414

REGULATORY BODY: Other

STATUTE TEXT: 16-6a-1414. Grounds for judicial dissolution. (1) A nonprofit corporation may be dissolved in a proceeding by the attorney general or the division director if it is established that: (a) the nonprofit corporation obtained its articles of incorporation through fraud; or (b) the nonprofit corporation has continued to exceed or abuse the authority conferred upon it by law. (2) A nonprofit corporation may be dissolved in a proceeding by a member or director if it is established that: (a) (i) the directors are deadlocked in the management of the corporate affairs; (ii) the members, if any, are unable to break the deadlock; and (iii) irreparable injury to the nonprofit corporation is threatened or being suffered; (b) the directors or those in control of the nonprofit 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 expired or would have expired upon the election of their successors; or (d) the corporate assets are being misapplied or wasted. (3) A nonprofit corporation may be dissolved in a proceeding by a creditor if it is established that: (a) (i) the creditor’s claim has been reduced to judgment; (ii) the execution on the judgment has been returned unsatisfied; and (iii) the nonprofit corporation is insolvent; or (b) (i) the nonprofit corporation is insolvent; and (ii) the nonprofit corporation has admitted in writing that the creditor’s claim is due and owing. (4) (a) If a nonprofit corporation has been dissolved by voluntary or administrative action taken under this part: (i) the nonprofit corporation may bring a proceeding to wind up and liquidate its business and affairs under judicial supervision in accordance with Section 16-6a-1405; and (ii) the attorney general, a director, a member, or a creditor may bring a proceeding to wind up and liquidate the affairs of the nonprofit corporation under judicial supervision in accordance with Section 16-6a-1405, upon establishing the grounds set forth in Subsections (1) through (3). (b) As used in Sections 16-6a-1415 through 16-6a-1417: (i) a “judicial proceeding to dissolve the nonprofit corporation” includes a proceeding brought under this Subsection (4); and (ii) a “decree of dissolution” includes an order of a court entered in a proceeding under this Subsection (4) that directs that the affairs of a nonprofit corporation shall be wound up and liquidated under judicial supervision. Enacted by Chapter 300, 2000 General Session

NOTES: Utah Code § 16-6a-1414

REGULATORY BODY: Attorney General

STATUTE TEXT: ss 14.30. Grounds for judicial dissolution (a) 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; (B) the corporation has continued to exceed or abuse the authority conferred upon it by law; (C) the corporation is a public benefit corporation and the corporate assets are being misapplied or wasted; or (D) the corporation is a public benefit corporation and is no longer able to carry out its purposes; (2) in a proceeding by 50 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 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. (b) 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; (3) dissolution is the best way of protecting the interests of members, if the corporation is a mutual benefit corporation. (Added 1995, No. 179 (Adj. Sess.), ss 1, eff. Jan. 1, 1997.)

NOTES: 11B V.S.A. § 14.30

REGULATORY BODY: Other

STATUTE TEXT: ss 14.33. Decree of dissolution (a) If after a hearing the court determines that one or more grounds for judicial dissolution described in section 14.30 of this title exist, it may enter a decree dissolving the corporation and specifying the effective date of the dissolution, and the clerk of the court shall deliver a certified copy of the decree to the Secretary of State, who shall file it. (b) After entering the decree of dissolution, the court shall direct the winding up and liquidation of the corporation’s affairs in accordance with section 14.05 of this title and the notification of its claimants in accordance with sections 14.06 and 14.07 of this title. (Added 1995, No. 179 (Adj. Sess.), ss 1, eff. Jan. 1, 1997.)

NOTES: 11B V.S.A. § 14.33

REGULATORY BODY: Attorney General

STATUTE TEXT: A. The assets of a corporation in the process of dissolution shall be applied and distributed as follows:1. All liabilities and obligations of the corporation shall be paid, satisfied and discharged, or adequate provision shall be made therefor;2. Assets held by the corporation upon condition requiring return, transfer or conveyance, which condition occurs by reason of the dissolution, shall be returned, transferred or conveyed in accordance with such requirements;3. Assets received and held by the corporation subject to limitations permitting their use only for charitable, religious, eleemosynary, benevolent, educational or similar purposes, but not held upon a condition requiring return, transfer or conveyance by reason of the dissolution, shall be transferred or conveyed to one or more domestic or foreign corporations, societies or organizations engaged in activities substantially similar to those of the dissolving corporation, pursuant to a plan of distribution adopted as provided in this Act or as a court may direct;4. Other assets, if any, shall be distributed in accordance with the provisions of the articles of incorporation or the bylaws to the extent that the articles of incorporation or bylaws determine the distributive rights of members, or any class or classes of members, or provide for distribution to others;5. Any remaining assets may be distributed to such persons, societies, organizations or domestic or foreign corporations, whether issuing shares or not, as may be specified in a plan of distribution adopted as provided in this Act or as a court may direct.B. A plan providing for the distribution of assets, not inconsistent with the provisions of this Act, may be adopted by a corporation in the process of dissolution and shall be adopted by a corporation for the purpose of authorizing any transfer or conveyance of assets for which this Act requires a plan of distribution. A plan shall be adopted in accordance with the procedures established in ss 13.1-902 or 13.1-903, as the case may be.Code 1950, ssss 13-237, 13.1-249, 13.1-250; 1956, c. 428; 1985, c. 522; 2007, c. 925.

NOTES: VA Code Ann. § 13.1-907, 13.1-915; Va. Code Ann. § 2.2-507.1

REGULATORY BODY: Attorney General

STATUTE TEXT:

NOTES: VA Code Ann. § 13.1-907, 13.1-915; Va. Code Ann. § 2.2-507.1

REGULATORY BODY: Other

STATUTE TEXT: A. If after a hearing the court determines that one or more grounds for judicial dissolution described in ss 13.1-909 exist, it may enter a decree directing that the corporation shall be dissolved. The clerk of the court shall deliver a certified copy of the decree to the Commission, which shall enter an order of involuntary dissolution.B. After the order of involuntary dissolution has been entered, the court shall direct the winding up and liquidation of the corporation’s business and affairs in accordance with ssss 13.1-906 and 13.1-907 and the notification of claimants in accordance with ssss 13.1-908, 13.1-908.1, and 13.1-908.2. When all of the assets of the corporation have been distributed, the court shall so advise the Commission, which shall enter an order of termination of corporate existence.Code 1950, ssss 13.1-262, 13.1-263; 1956, c. 428; 1985, c. 522; 2007, c. 925.

NOTES: VA Code Ann. § 13.1-911

REGULATORY BODY: Attorney General

STATUTE TEXT: RCW 24.03.250 Involuntary dissolution.A corporation may be dissolved involuntarily by a decree of the superior court in an action filed by the attorney general when it is established that:(1) The corporation procured its articles of incorporation through fraud; or(2) The corporation has continued to exceed or abuse the authority conferred upon it by law.[ 1969 ex.s. c 163 ss 2; 1967 c 235 ss 51.]

NOTES: West’s RCWA 24.03.250

REGULATORY BODY: Other

STATUTE TEXT: RCW 24.03.295 Filing of decree of dissolution.In case the court shall enter a decree dissolving a corporation, it shall be the duty of the clerk of such court to cause a certified copy of the decree to be filed with the secretary of state. No fee shall be charged by the clerk for issuance or by the secretary of state for the filing thereof.[ 1986 c 240 ss 40; 1967 c 235 ss 60.]

NOTES: West’s RCWA 24.03.295

REGULATORY BODY: Attorney General

STATUTE TEXT: (a) The Superior Court may dissolve a nonprofit corporation, place a corporation in receivership, impose a constructive trust on compensation paid to a corporationis director, officer, or manager, or grant other injunctive or equitable relief with respect to a corporation: (1) In a proceeding by the Attorney General for the District of Columbia if it is established that: (A) The corporation obtained its articles of incorporation through fraud; (B) The corporation has exceeded or abused and is continuing to exceed or abuse the authority conferred upon it by law; or (C) The corporation has continued to act contrary to its nonprofit purposes; (2) Except as otherwise provided in the articles of incorporation or bylaws, in a proceeding by 50 members or members holding at least 5% of the voting power, whichever is less, or by a director or member of a designated body, if it is established that: (A) The directors or a designated body are deadlocked in the management of the corporate affairs, the members, if any, are unable to break the deadlock, and irreparable injury to the corporation or its mission is threatened or being suffered 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, oppressive, or fraudulent; (C) 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 otherwise would have, expired; (D) The corporate assets are being misapplied or wasted; or (E) The corporation has insufficient assets to continue its activities and it is no longer able to assemble a quorum of directors or members; (3) In a proceeding by a creditor, if it is established that: (A) The creditoris claim has been reduced to judgment, the execution on the judgment returned unsatisfied, and the corporation is insolvent; or (B) The corporation has admitted in a record that the creditoris 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. (b)(1) If the Attorney General, in the course of an investigation to determine whether to bring a court action under this section, has reason to believe that a person may have information, or may be in possession, custody, or control of documentary material, relevant to the investigation, the Attorney General may issue in writing, and cause to be served upon the person, a subpoena requiring the person to give oral testimony under oath, or to produce records, books, papers, contracts, electronically-stored data, and other documentary material for inspection and copying. (2) Information obtained pursuant to this authority to subpoena shall not be admissible in a later criminal proceeding against the person who provided the information. (3) The Attorney General may petition the Superior Court for an order compelling compliance with a subpoena issued pursuant to this authority to subpoena. (July 2, 2011, D.C. Law 18-378, ss 2, 58 DCR 1720.) Section References This section is referenced in ss 29-403.04 and ss 29-412.23. Emergency Legislation For temporary (90 days) amendment of this section, see ss 3 of the Public Charter School Priority Enrollment Emergency Amendment Act of 2015 (D.C. Act 21-26, Mar. 27, 2015, 62 DCR 4525, 21 DCSTAT 860). Temporary Legislation For temporary (225 days) amendment of this section, see ss 3 of the Public Charter School Priority Enrollment Temporary Amendment Act of 2015 (D.C. Law 21-3, June 4, 2015, 62 DCR 4556).

NOTES: DC ST § 29-412.20

REGULATORY BODY: Other

STATUTE TEXT: (a) If, after a hearing, the Superior Court determines that one or more grounds for judicial dissolution described in ss 29-412.20 exist, it may enter a decree dissolving the nonprofit corporation and specifying the effective date of the dissolution, and the clerk of the court shall deliver a certified copy of the decree to the Mayor, who shall file it. (b) After entering the decree of dissolution, the Superior Court shall direct the winding-up and liquidation of the nonprofit corporationis affairs in accordance with ss 29-412.05 and the notification of claimants in accordance with ssss 29-412.06 and 29-412.07. (July 2, 2011, D.C. Law 18-378, ss 2, 58 DCR 1720.)

NOTES: File with Mayor’s Office - DC ST § 29-412.23

REGULATORY BODY: Attorney General

STATUTE TEXT: ss31E-13-1330. Grounds for judicial dissolution. 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; or(B) The corporation has continued to exceed or abuse the authority conferred upon it by law;(2) In a proceeding by a member or director 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 activities and affairs of the corporation can no longer be conducted in accordance with the corporation’s purpose, 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, oppressive, or fraudulent; or(C) 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 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 circuit court supervision.

NOTES: W. Va. Code, § 31E-13-1330

REGULATORY BODY: Other

STATUTE TEXT: (a) If after a hearing the circuit court determines that one or more grounds for judicial dissolution described in section one thousand three hundred thirty of this article exist, it may enter a decree dissolving the corporation and specifying the effective date of the dissolution, and the clerk of the circuit court shall deliver a certified copy of the decree to the Secretary of State, who shall file it.(b) After entering the decree of dissolution, the circuit court shall direct the winding up and liquidation of the corporation’s activities and affairs in accordance with section one thousand three hundred five of this article and the notification of claimants in accordance with sections one thousand three hundred six and one thousand three hundred seven of this article.

NOTES: W. Va. Code, § 31E-13-1333

REGULATORY BODY: Attorney General

STATUTE TEXT: 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.History: 1997 a. 79.

NOTES: W.S.A. 181.1430

REGULATORY BODY: Other

STATUTE TEXT: 181.1433 Decree of dissolution. (1) Entering decree. If after a hearing the court determines that one or more grounds for judicial dissolution under s. 181.1430 exist, it may enter a decree dissolving the corporation and specifying the effective date of the dissolution, and the clerk of the court shall deliver a certified copy of the decree to the department, who shall file it. (2) Effect of decree. After entering the decree of dissolution, the court shall direct the winding up and liquidation of the corporation’s affairs in accordance with s. 181.1405 and the notification of its claimants in accordance with ss. 181.1406 and 181.1407.History: 1997 a. 79.

NOTES: File with Dept. of Fin. Inst., W.S.A. 181.1433

REGULATORY BODY: Attorney General

STATUTE TEXT: 17-19-1430. Grounds for judicial dissolution. (a) The district court may dissolve a corporation: (i) 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 and the corporate assets are being misapplied or wasted; or (D) The corporation is a public benefit corporation and is no longer able to carry out its purposes. (ii) Except as provided in the articles or bylaws of a religious corporation, in a proceeding by fifty (50) members or members holding five percent (5%) 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 break 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 (2) 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 or religious corporation and is no longer able to carry out its purposes. (iii) 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 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. (iv) In a proceeding by the corporation to have its voluntary dissolution continued under court supervision. (b) Prior to dissolving a corporation, the court shall consider whether: (i) There are reasonable alternatives to dissolution; (ii) Dissolution is in the public interest, if the corporation is a public benefit corporation; and (iii) Dissolution is the best way of protecting the interests of members, if the corporation is a mutual benefit corporation.

NOTES: W.S.1977 § 17-19-1430

REGULATORY BODY: Other

STATUTE TEXT: 17-19-1433. Decree of dissolution. (a) If after a hearing the court determines that one (1) or more grounds for judicial dissolution described in W.S. 17-19-1430 exist, it may enter a decree dissolving the corporation and specifying the effective date of the dissolution, and the clerk of the court shall deliver a certified copy of the decree to the secretary of state, who shall file it. (b) After entering the decree of dissolution, the court shall direct the winding up and liquidation of the corporation’s affairs in accordance with W.S. 17-19-1406 and the notification of its claimants in accordance with W.S. 17-19-1407 and 17-19-1408.

NOTES: W.S.1977 § 17-19-1433

Judicial Dissolutions

51 states have JUDICI regulations

AL Code § 10A-3-7.08 ;; INDEX.HTML

AL Code § 10A-3-7.16 ;; INDEX.HTML

AK Code § 10.20.440

AK Code § 10.20.440

AZ Code § 10-11431

AZ Code § 10-11433

AR Code § 4-28-222

AR Code § 4-33-1430

AR Code § 4-33-1433

CA Code § 6511

CA Code § 8511

CA Code § 9680

CA Code § 6519

CA Code § 8519

CO Code § 7-134-301

CO Code § 7-134-304

CT Code § 33-1187

CT Code § 33-264f

CT Code § 33-1190

CT Code § 33-1193

DE Code § 273

DE Code § 273

DE Code § 276

DE Code § 276

FL Code § 617.1430 ;; 617.143

FL Code § 617.1431

GA Code § 14-3-1430

GA Code § 14-3-1433

HI Code § 414D-252

HI Code § 414D-255

ID Code § 30-30-203

ID Code § 30-30-203

IL Code § 105/112.50

IL Code § 105/112.65

DISSOLV-JUDICI-AG

DISSOLV-JUDICI-OT

IA Code § 504.1431

IA Code § 504.1434

KS Code § 17-6812

KS Code § 17-6813

KY Code § 273.320 ;; 273.32

KY Code § 273.347

LA Code § 12:262.1

LA Code § 12:249

ME Code § 1105

ME Code § 1109

MD Code § 3-513

MD Code § 3-417

MA Code § 11B

MI Code § 450.2821

MI Code § 450.2823

MI Code § 450.252

MN Code § 317A.811

MN Code § 317A.751

MN Code § 317A.765

MS Code § 79-11-355

MS Code § 79-11-355

MO Code § 355.726

MO Code § 355.741

MT Code § 35-2-728

MT Code § 355.731

NE Code § 21-19 ;; 21-19-141

NE Code § 21-19 ;; 21-19-144

NV Code § 82.486

NV Code § 82.536

NH Code § 292:9 ;; 292-9

NH Code § 292:10 ;; 292-10

NJ Code § 15A:12-11 ;; 15A-12-11

NJ Code § 15A:12-11 ;; 15A-12-11

NJ Code § 15A:12-22 ;; 15A-12-22

NM Code § 53-8-55

NM Code § 53-8-55

NM Code § 53-8-61

NY Code § 1101

NY Code § 1003

NC Code § 55A-14-30

NC Code § 55A-14-33

ND Code § 10-33-107