Nevada Revised Statutes 82.486 – Involuntary dissolution: Authority and grounds for application
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 corporation’s registered office is located:
Terms Used In Nevada Revised Statutes 82.486
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- 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 Carson City. See Nevada Revised Statutes 0.033
- Equitable: Pertaining to civil suits in "equity" rather than in "law." In English legal history, the courts of "law" could order the payment of damages and could afford no other remedy. See damages. A separate court of "equity" could order someone to do something or to cease to do something. See, e.g., injunction. In American jurisprudence, the federal courts have both legal and equitable power, but the distinction is still an important one. For example, a trial by jury is normally available in "law" cases but not in "equity" cases. Source: U.S. Courts
- Fraud: Intentional deception resulting in injury to another.
- Injunction: An order of the court prohibiting (or compelling) the performance of a specific act to prevent irreparable damage or injury.
- person: means a natural person, any form of business or social organization and any other nongovernmental legal entity including, but not limited to, a corporation, partnership, association, trust or unincorporated organization. See Nevada Revised Statutes 0.039
(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.