351.494. Grounds for judicial dissolution. - Missouri Statutes

Grounds for judicial dissolution.

351.494. The circuit court may dissolve a corporation:

(1) In a proceeding by the attorney general if it isestablished that:

(a) The corporation obtained its articles of incorporationthrough fraud; or

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

(2) In a proceeding by a shareholder if it is establishedthat:

(a) The directors are deadlocked in the management of thecorporate affairs, the shareholders are unable to break thedeadlock, and irreparable injury to the corporation isthreatened or being suffered, or the business and affairs of thecorporation can no longer be conducted to the advantage of theshareholders generally because of the deadlock;

(b) The directors or those in control of the corporationhave acted, are acting, or will act in a manner that is illegal,oppressive, or fraudulent;

(c) The shareholders are deadlocked in voting power andhave failed, for a period that includes at least two consecutiveannual meeting dates, to elect successors to directors whoseterms have expired; or

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

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

(a) The creditor's claim has been reduced to judgment, theexecution on the judgment has been returned unsatisfied, and thecorporation is insolvent; or

(b) The corporation has admitted in writing that thecreditor's claim is due and owing and the corporation isinsolvent; or

(4) In a proceeding by the corporation to have itsvoluntary dissolution continued under court supervision.

(L. 1990 H.B. 1432)