California Corporations Code 6510 – (a) A complaint for involuntary dissolution of a corporation on …
(a) A complaint for involuntary dissolution of a corporation on any one or more of the grounds specified in subdivision (b) may be filed in the superior court of the proper county by any of the following persons:
(1) One-half or more of the directors in office.
Terms Used In California Corporations Code 6510
- Complaint: A written statement by the plaintiff stating the wrongs allegedly committed by the defendant.
- 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 "city and county. See California Corporations Code 14
- directors: means natural persons, designated in the articles or bylaws or elected by the incorporators, and their successors and natural persons designated, elected, or appointed by any other name or title to act as members of the governing body of the corporation. See California Corporations Code 5047
- Fraud: Intentional deception resulting in injury to another.
- Person: includes a corporation as well as a natural person. See California Corporations Code 18
- Trial: A hearing that takes place when the defendant pleads "not guilty" and witnesses are required to come to court to give evidence.
(2) A person or persons holding or authorized in writing by persons holding not less than 331/3 percent of the voting power exclusive of memberships held by persons who have personally participated in any of the transactions enumerated in paragraph (5) of subdivision (b).
(3) Any member if the ground for dissolution is that the period for which the corporation was formed has terminated without extension thereof.
(4) Any other person expressly authorized to do so in the articles.
(5) The Attorney General.
(6) The head organization under whose authority the corporation was created, where the corporation’s articles include the provision authorized by subdivision (a), paragraph (2), clause (i), of Section 5132.
(b) The grounds for involuntary dissolution are that:
(1) The corporation has abandoned its activity for more than one year.
(2) The corporation has an even number of directors who are equally divided and cannot agree as to the management of its affairs, so that its activities can no longer be conducted to advantage or so that there is danger that its property will be impaired or lost or its activities impaired and the members are so divided into factions that they cannot elect a board consisting of an uneven number.
(3) There is internal dissension and two or more factions of members in the corporation are so deadlocked that its activities can no longer be conducted with advantage.
(4) When during any four-year period or when all voting power has been exercised at two consecutive meetings or in two written ballots for the election of directors, whichever period is shorter, the members have failed to elect successors to directors whose terms have expired or would have expired upon election of their successors.
(5) Those in control of the corporation have been guilty of or have knowingly countenanced persistent and pervasive fraud, mismanagement or abuse of authority or the corporation’s property is being misapplied or wasted by its directors or officers.
(6) Liquidation is reasonably necessary as the corporation is failing and has continuously failed to carry out its purposes.
(7) The period for which the corporation was formed has terminated without extension of such period.
(8) The corporation is required to dissolve under the terms of any article provision adopted pursuant to subdivision (a), paragraph (2), clause (i), of Section 5132.
(c) At any time prior to the trial of the action any creditor or the authorized number (Section 5036) of members may intervene therein.
(d) In any action brought pursuant to subdivision (a), the Attorney General shall be an indispensable party.
(Amended by Stats. 1979, Ch. 724.)