§ 55A-14-30. Grounds for judicial dissolution. - North Carolina Statutes

Part 3. Judicial Dissolution.

§ 55A‑14‑30. Grounds for judicial dissolution.

(a)        The superior courtmay dissolve a corporation:

(1)        In a proceeding bythe Attorney General if it is established that:

a.         The corporationobtained its articles of incorporation through fraud; or

b.         The corporation has,after written notice by the Attorney General given at least 20 days priorthereto, continued to exceed or abuse the authority conferred upon it by law;

(2)        In a proceeding by amember or director, if it is established that:

a.         The directors aredeadlocked in the management of the corporate affairs, and the members, if any,are unable to break the deadlock;

b.         The directors orthose in control of the corporation have acted, are acting, or will act in amanner that is illegal, oppressive, or fraudulent;

c.         The members aredeadlocked in voting power and have failed, for a period that includes at leasttwo consecutive annual meeting dates, to elect successors to directors whoseterms have, or would otherwise have, expired;

d.         The corporate assetsare being misapplied or wasted; or

e.         The corporation isno longer able to carry out its purposes.

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

a.         The creditor's claimhas been reduced to judgment and execution on the judgment has been returnedunsatisfied; or

b.         The corporation hasadmitted in writing that the creditor's claim is due and owing and thecorporation is insolvent.

(4)        In a proceeding bythe corporation to have its voluntary dissolution continued under courtsupervision.

(b)        Prior to dissolvinga corporation, the court shall consider whether:

(1)        There are reasonablealternatives to dissolution;

(2)        Dissolution is inthe public interest, if the corporation is a charitable or religiouscorporation; and

(3)        Dissolution isreasonably necessary for the protection of the rights or interests of themembers, if any. (1955, c. 1230; 1985 (Reg. Sess., 1986), c. 801, s.42; 1993, c. 398, s. 1.)