A . When may the attorney general of a state seek judicial action to dissolve a corporation? b. When may the shareholders of a corporation seek to dissolve it? c. When may the creditors of a corporation seek to dissolve it?

Answer 1

a . An attorney general may seek to dissolve a corporation if the corporation obtained its charter through fraud or has continued to exceed or abuse its authority.
b. In many states, the corporation may be dissolved by voluntary action on the part of all the holders of the outstanding shares of stock. Voluntary dissolution may also occur by voluntary action of the corporation, pursuant to a resolution of the board of directors approved by the affirmative vote of the holders of a majority of the shares of the corporation entitled to vote at a meeting of the shareholders duly called for this purpose. The Statutory Close Corporation Supplement to the MBCA gives the shareholders, if they so elect in the articles of incorporation, the power to dissolve the corporation. Shareholders of a corporation may also bring court action to dissolve a corporation when it is established that the directors are deadlocked in the management of corporate affairs and the shareholders are unable to break the deadlock and that irreparable injury to the corporation is being suffered or is threatened; that the acts of the directors or those in control of the corporation are illegal, oppressive, or fraudulent; that the corporate assets are being misapplied or wasted; or that the shareholders are deadlocked and have not elected directors for at least two consecutive annual meetings.
c. A creditor may bring a court action to dissolve the corporation on showing that the corporation has become unable to pay its debts and obligations as they mature in the regular course of its business and either (a) the creditor has reduced his claim to a judgment and an execution issued on it has been returned unsatisfied; or (b) the corporation has admitted in writing that the claim of the creditor is due and owing.