§415-97 Jurisdiction of court to liquidate assets and business of corporation.
The court shall have full power to liquidate the assets and business of a corporation:(1) In an action by a shareholder when it is established:
(A) That the directors are deadlocked in the management of the corporate affairs and the shareholders are unable to break the deadlock, and that irreparable injury to the corporation is being suffered or is threatened by reason thereof; or
(B) That the acts of the directors or those in control of the corporation are illegal, or fraudulent; or
(C) That the shareholders are deadlocked in voting power, and have failed, for a period which 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) That the corporate assets are being misapplied or wasted; or
(2) In an action by a creditor:
(A) When the claim of the creditor has been reduced to judgment and an execution thereon returned unsatisfied and it is established that the corporation is insolvent; or
(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; or
(3) Upon application by a corporation which has filed a statement of intent to dissolve, as provided in this chapter, to have its liquidation continued under the supervision of the court; or
(4) When an action has been filed by the director to dissolve a corporation and it is established that liquidation of its business and affairs should precede the entry of a decree of dissolution.
Proceedings under paragraph (1), (2), or (3) of this section shall be brought in the county in which the registered office or the principal office of the corporation is situated.
It shall not be necessary to make shareholders parties to any such action or proceeding unless relief is sought against them personally. [L 1983, c 167, pt of §1; am L 1985, c 270, §4; am L 1987, c 135, §69]