Arizona Laws 10-11430. Grounds for judicial dissolution
A. The court may dissolve a corporation in a proceeding by the attorney general if it is established that either:
Terms Used In Arizona Laws 10-11430
- Articles of incorporation: means the original or restated articles of incorporation or articles of merger and all amendments to the articles of incorporation or merger and includes amended and restated articles of incorporation and articles of amendment and merger. See Arizona Laws 10-140
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- Bylaws: means the code of rules adopted for the regulation or management of the affairs of the corporation irrespective of the name by which those rules are designated. See Arizona Laws 10-140
- 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.
- Court: means the superior court of this state. See Arizona Laws 10-140
- Fraud: Intentional deception resulting in injury to another.
- Insolvent: means inability of a corporation to pay its debts as they become due in the usual course of its business. See Arizona Laws 10-140
- Person: includes an individual and entity. See Arizona Laws 10-140
- Proceeding: includes a civil suit and a criminal, administrative and investigatory action. See Arizona Laws 10-140
- Voting power: means the total number of votes entitled to be cast for the election of directors at the time the determination of voting power is made, excluding a vote that is contingent on the happening of a condition or event that has not occurred at the time. See Arizona Laws 10-3140
- Writing: includes printing. See Arizona Laws 1-215
1. The corporation obtained its articles of incorporation through fraud.
2. The corporation has continued to exceed or abuse the authority conferred upon it by law.
B. Except as provided in the articles of incorporation or bylaws of a corporation organized primarily for religious purposes, the court may dissolve a corporation in a proceeding by fifty members or by members holding twenty-five per cent of the voting power, whichever is less, or by a director or any person specified in the articles of incorporation, if any of the following is established:
1. The directors are deadlocked in the management of the corporate affairs, the members, if any, are unable to breach the deadlock and irreparable injury to the corporation is threatened or being suffered or the affairs of the corporation cannot be conducted generally because of the deadlock.
2. The directors or those in control of the corporation have acted, are acting or will act in a manner that is illegal, oppressive or fraudulent.
3. The members are deadlocked in voting power and have failed, for a period that includes at least two consecutive annual meeting dates to elect successors to directors whose terms have or would otherwise have expired.
4. The corporate assets are being wasted, misapplied or diverted for noncorporate purposes.
C. The court may dissolve a corporation in a proceeding by a creditor if it is established that either:
1. The creditor’s claim has been reduced to a judgment, the execution on the judgment has been returned unsatisfied and the corporation is insolvent.
2. The corporation has admitted in writing that the creditor’s claim is due and owing and the corporation is insolvent.
D. The court may dissolve a corporation in a proceeding by the corporation to have its voluntary dissolution continued under court supervision.