Asked by Teresa Salina on May 31, 2024

verifed

Verified

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?

Creditors

Individuals or entities to whom money is owed by a debtor.

Attorney General

The principal legal officer who represents a country or a state in legal proceedings and advises its government on legal matters.

Judicial Action

A formal decision or order by a court or a legal process carried out by the judiciary.

  • Describe the circumstances that enable a court to terminate a corporate entity.
  • Explain the process and consequences of corporate dissolution, including protection for creditors.
verifed

Verified Answer

HX
HUANG XINRUIJun 03, 2024
Final Answer :
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.