355.726. Judicial dissolution. - Missouri Statutes

Judicial dissolution.

355.726. 1. 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;

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

(c) The corporation is a public benefit corporation otherthan a church or convention or association of churches and thecorporate assets are being misapplied or wasted; or

(d) The corporation is a public benefit corporation otherthan a church or convention or association of churches and is nolonger able to carry out its purposes;

(2) Except as provided in the articles or bylaws of a publicbenefit corporation which is a church or convention orassociation of churches, in a proceeding by fifty members ormembers holding five percent of the voting power, whichever isless, 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 thecorporate affairs, and the members, if any, are unable to breachthe 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 members are deadlocked in voting power and havefailed, for a period that includes at least two consecutiveannual meeting dates, to elect successors to directors whoseterms 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 isno 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, theexecution on the judgment 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 its voluntarydissolution continued under court supervision.

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

(1) There are reasonable alternatives to dissolution;

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

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

(L. 1994 H.B. 1095)

Effective 7-1-95