355.726. 1. The circuit court may dissolve a corporation:
(1) In a proceeding by the attorney general if it isestablished that:
(a) The corporation obtained its articles of incorporationthrough fraud;
(b) The corporation has continued to exceed or abuse theauthority conferred upon it by law;
(c) The corporation is a public benefit corporation otherthan a church or convention or association of churches and thecorporate assets are being misapplied or wasted; or
(d) The corporation is a public benefit corporation otherthan a church or convention or association of churches and is nolonger able to carry out its purposes;
(2) Except as provided in the articles or bylaws of a publicbenefit corporation which is a church or convention orassociation of churches, in a proceeding by fifty members ormembers holding five percent of the voting power, whichever isless, or by a director or any person specified in the articles,if it is established that:
(a) The directors are deadlocked in the management of thecorporate affairs, and the members, if any, are unable to breachthe deadlock;
(b) The directors or those in control of the corporationhave acted, are acting or will act in a manner that is illegal,oppressive or fraudulent;
(c) The members are deadlocked in voting power and havefailed, for a period that includes at least two consecutiveannual meeting dates, to elect successors to directors whoseterms have, or would otherwise have, expired;
(d) The corporate assets are being misapplied or wasted; or
(e) The corporation is a public benefit corporation and isno longer able to carry out its purposes;
(3) In a proceeding by a creditor if it is established that:
(a) The creditor's claim has been reduced to a judgment, theexecution on the judgment returned unsatisfied and thecorporation is insolvent; or
(b) The corporation has admitted in writing that thecreditor's claim is due and owing and the corporation isinsolvent; or
(4) In a proceeding by the corporation to have its voluntarydissolution continued under court supervision.
2. Prior to dissolving a corporation, the court shallconsider whether:
(1) There are reasonable alternatives to dissolution;
(2) Dissolution is in the public interest, if thecorporation is a public benefit corporation other than a churchor convention or association of churches;
(3) Dissolution is the best way of protecting the interestsof members, if the corporation is a mutual benefit corporation.
355.726. 1. The circuit court may dissolve a corporation:
(1) In a proceeding by the attorney general if it isestablished that:
(a) The corporation obtained its articles of incorporationthrough fraud;
(b) The corporation has continued to exceed or abuse theauthority conferred upon it by law;
(c) The corporation is a public benefit corporation otherthan a church or convention or association of churches and thecorporate assets are being misapplied or wasted; or
(d) The corporation is a public benefit corporation otherthan a church or convention or association of churches and is nolonger able to carry out its purposes;
(2) Except as provided in the articles or bylaws of a publicbenefit corporation which is a church or convention orassociation of churches, in a proceeding by fifty members ormembers holding five percent of the voting power, whichever isless, or by a director or any person specified in the articles,if it is established that:
(a) The directors are deadlocked in the management of thecorporate affairs, and the members, if any, are unable to breachthe deadlock;
(b) The directors or those in control of the corporationhave acted, are acting or will act in a manner that is illegal,oppressive or fraudulent;
(c) The members are deadlocked in voting power and havefailed, for a period that includes at least two consecutiveannual meeting dates, to elect successors to directors whoseterms have, or would otherwise have, expired;
(d) The corporate assets are being misapplied or wasted; or
(e) The corporation is a public benefit corporation and isno longer able to carry out its purposes;
(3) In a proceeding by a creditor if it is established that:
(a) The creditor's claim has been reduced to a judgment, theexecution on the judgment returned unsatisfied and thecorporation is insolvent; or
(b) The corporation has admitted in writing that thecreditor's claim is due and owing and the corporation isinsolvent; or
(4) In a proceeding by the corporation to have its voluntarydissolution continued under court supervision.
2. Prior to dissolving a corporation, the court shallconsider whether:
(1) There are reasonable alternatives to dissolution;
(2) Dissolution is in the public interest, if thecorporation is a public benefit corporation other than a churchor convention or association of churches;
(3) Dissolution is the best way of protecting the interestsof members, if the corporation is a mutual benefit corporation.
355.726. 1. The circuit court may dissolve a corporation:
(1) In a proceeding by the attorney general if it isestablished that:
(a) The corporation obtained its articles of incorporationthrough fraud;
(b) The corporation has continued to exceed or abuse theauthority conferred upon it by law;
(c) The corporation is a public benefit corporation otherthan a church or convention or association of churches and thecorporate assets are being misapplied or wasted; or
(d) The corporation is a public benefit corporation otherthan a church or convention or association of churches and is nolonger able to carry out its purposes;
(2) Except as provided in the articles or bylaws of a publicbenefit corporation which is a church or convention orassociation of churches, in a proceeding by fifty members ormembers holding five percent of the voting power, whichever isless, or by a director or any person specified in the articles,if it is established that:
(a) The directors are deadlocked in the management of thecorporate affairs, and the members, if any, are unable to breachthe deadlock;
(b) The directors or those in control of the corporationhave acted, are acting or will act in a manner that is illegal,oppressive or fraudulent;
(c) The members are deadlocked in voting power and havefailed, for a period that includes at least two consecutiveannual meeting dates, to elect successors to directors whoseterms have, or would otherwise have, expired;
(d) The corporate assets are being misapplied or wasted; or
(e) The corporation is a public benefit corporation and isno longer able to carry out its purposes;
(3) In a proceeding by a creditor if it is established that:
(a) The creditor's claim has been reduced to a judgment, theexecution on the judgment returned unsatisfied and thecorporation is insolvent; or
(b) The corporation has admitted in writing that thecreditor's claim is due and owing and the corporation isinsolvent; or
(4) In a proceeding by the corporation to have its voluntarydissolution continued under court supervision.
2. Prior to dissolving a corporation, the court shallconsider whether:
(1) There are reasonable alternatives to dissolution;
(2) Dissolution is in the public interest, if thecorporation is a public benefit corporation other than a churchor convention or association of churches;
(3) Dissolution is the best way of protecting the interestsof members, if the corporation is a mutual benefit corporation.
