Arizona Laws 10-1815. Involuntary dissolution or liquidation pursuant to court order
The superior court shall have full power to liquidate the assets and business of a close corporation:
Terms Used In Arizona Laws 10-1815
- Action: includes any matter or proceeding in a court, civil or criminal. See Arizona Laws 1-215
- 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.
- 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
- Investor: means one who is the owner of capital units in a close corporation. See Arizona Laws 10-1802
1. In an action filed by an investor when the court finds:
(a) That a deadlock or dispute involving the internal affairs of the corporation, continues to impair or threatens to impair the value of the assets or the continued conduct of the business of the corporation, notwithstanding bona fide attempts to utilize the arbitration provisions in the articles of incorporation if available and the provisions of section 10-1814.
(b) That a deadlock or dispute involving the internal affairs of the corporation, impairs or threatens to impair the value of the assets or the continued conduct of the business of the corporation and no provision is contained in the articles of incorporation for arbitration of such disputes and that it would be useless effort to invoke the provisions of section 10-1814.
(c) That the investors are so divided respecting the management of the business and affairs of the corporation that either the corporation is suffering or will suffer irreparable injury, or the business and affairs of the corporation can no longer be conducted to the advantage of the investors generally, and the provisions of sections 10-1806 and 10-1814 are inapplicable.
(d) That the corporation has abandoned its business and has failed within a reasonable period of time to take steps to dissolve and liquidate its affairs and distribute its assets.
2. In an action by a creditor of the corporation in the manner provided by section 10-1430, subsection B.
3. In an action filed by the attorney general in the manner provided by section 10-1430, subsection A.