CHAPTER 47. JUDICIAL DISSOLUTION

IC 23-1-47
    Chapter 47. Judicial Dissolution

IC 23-1-47-1
Judicial dissolution; when allowable
    Sec. 1. The circuit or superior court may dissolve a corporation:
        (1) in a proceeding by the attorney general if it is establishedthat:
            (A) the corporation obtained its articles of incorporationthrough fraud; or
            (B) the corporation has continued to exceed or abuse theauthority conferred upon it by law;
        (2) in a proceeding by a shareholder if it is established that:
            (A) the directors are deadlocked in the management of thecorporate affairs, the shareholders are unable to break thedeadlock, and irreparable injury to the corporation isthreatened or being suffered, or the business and affairs ofthe corporation can no longer be conducted to the advantageof the shareholders generally, because of the deadlock; or
            (B) the shareholders are deadlocked in voting power andhave failed, for a period that includes at least two (2)consecutive annual meeting dates, to elect successors todirectors whose terms have expired;
        (3) in a proceeding by a creditor if it is established that:
            (A) the creditor's claim has been reduced to judgment, theexecution on the judgment returned unsatisfied, and thecorporation is insolvent; or
            (B) the corporation has admitted in writing that the creditor'sclaim is due and owing and the corporation is insolvent; or
        (4) in a proceeding by the corporation to have its voluntarydissolution continued under court supervision.
As added by P.L.149-1986, SEC.31.

IC 23-1-47-2
Venue; parties; preservation of corporate assets
    Sec. 2. (a) Venue for a proceeding by the attorney general todissolve a corporation lies in Marion County. Venue for a proceedingbrought by any other party named in section 1 of this chapter lies inthe county where a corporation's principal office (or, if none inIndiana, its registered office) is or was last located.
    (b) It is not necessary to make shareholders parties to aproceeding to dissolve a corporation unless relief is sought againstthem individually.
    (c) A court in a proceeding brought to dissolve a corporation mayissue injunctions, appoint a receiver or custodian pendente lite withall powers and duties the court directs, take other action required topreserve the corporate assets wherever located, and carry on thebusiness of the corporation until a full hearing can be held.
As added by P.L.149-1986, SEC.31.
IC 23-1-47-3
Receivers and custodians
    Sec. 3. (a) A court in a judicial proceeding brought to dissolve acorporation may appoint one (1) or more receivers to wind up andliquidate, or one (1) or more custodians to manage, the business andaffairs of the corporation. The court shall hold a hearing, afternotifying all parties to the proceeding and any interested personsdesignated by the court, before appointing a receiver or custodian.The court appointing a receiver or custodian has exclusivejurisdiction over the corporation and all its property whereverlocated.
    (b) The court may appoint an individual or a domestic or foreigncorporation (authorized to transact business in Indiana) as a receiveror custodian. The court may require the receiver or custodian to postbond, with or without sureties, in an amount the court directs.
    (c) The court shall describe the powers and duties of the receiveror custodian in its appointing order, which may be amended fromtime to time. Among other powers:
        (1) the receiver:
            (A) may dispose of all or any part of the assets of thecorporation wherever located, at a public or private sale, ifauthorized by the court; and
            (B) may sue and defend in the receiver's own name asreceiver of the corporation in all courts of this state; and
        (2) the custodian may exercise all of the powers of thecorporation, through or in place of its board of directors orofficers, to the extent necessary to manage the affairs of thecorporation in the best interests of its shareholders andcreditors.
    (d) The court during a receivership may redesignate the receivera custodian, and during a custodianship may redesignate thecustodian a receiver, if doing so is in the best interests of thecorporation, its shareholders, and creditors.
    (e) The court from time to time during the receivership orcustodianship may order compensation paid and expensedisbursements or reimbursements made to the receiver or custodianand the receiver's or custodian's counsel from the assets of thecorporation or proceeds from the sale of the assets.
As added by P.L.149-1986, SEC.31.

IC 23-1-47-4
Decree of dissolution; winding up affairs
    Sec. 4. (a) If, after a hearing, the court determines that one (1) ormore grounds for judicial dissolution described in section 1 of thischapter exist, it may enter a decree dissolving the corporation andspecifying the effective date of the dissolution, and the clerk of thecourt shall deliver a certified copy of the decree to the secretary ofstate, who shall file it.
    (b) After entering the decree of dissolution, the court shall directthe winding up and liquidation of the corporation's business and

affairs in accordance with IC 6-8.1-10-9 and IC 23-1-45-5 and thenotification of claimants in accordance with IC 23-1-45-6 andIC 23-1-45-7.
As added by P.L.149-1986, SEC.31. Amended by P.L.73-1988,SEC.3.