§ 1101. Attorney-general’s action for judicial dissolution. (a) The attorney-general may bring an action for the dissolution of a corporation upon one or more of the following grounds: (1) That the corporation procured its formation through fraudulent misrepresentation or concealment of a material fact. (2) That the corporation has exceeded the authority conferred upon it […]
§ 1102. Judicial dissolution; petition by directors or members; petition in case of deadlock among directors or members. (a) A petition for the judicial dissolution of a corporation may be presented: (1) By a majority of the directors then in office, or by the members, or such of them as are designated for such purpose, […]
§ 1103. Contents of petition for judicial dissolution. A petition for dissolution shall specify the section, and the subparagraph or subparagraphs thereof, under which it is authorized and state the reasons why the corporation should be dissolved. It shall be verified by the petitioner or by one of the petitioners.
§ 1104. Order to show cause; issuance; publication, service, filing. (a) Upon the presentation of such a petition, the court shall make an order requiring the corporation and all persons interested in the corporation to show cause before it, or before a referee designated in the order, at a time and place therein specified, not […]
§ 1105. Amending papers. At any stage, before final order, the court may grant an order amending the petition or any other paper filed in the action or special proceeding, with like effect as though originally filed as amended, or otherwise as the court may direct.
§ 1106. Referee. If a referee was not designated in the order to show cause, the court, in its discretion, may appoint a referee when or after the order is returnable. The court may at any time appoint a successor referee.
§ 1107. Hearing and decision. At the time and place specified in the order to show cause, or at any other time and place to which the hearing is adjourned, the court or the referee shall hear the allegations and proofs of the parties and determine the facts. The decision of the court or the […]
§ 1108. Application for final order. When the hearing is before a referee, a motion for a final order must be made to the court upon notice to each party to the action or special proceeding who has appeared therein. The notice of motion may be served as prescribed for the service of papers upon […]
§ 1109. Judgment or final order of dissolution. (a) In an action or special proceeding under this article if, in the court’s discretion, it shall appear that the corporation should be dissolved, it shall make a judgment or final order dissolving the corporation. (b) In making its decision, the court shall take into consideration the […]
§ 1110. Venue. An action or special proceeding under this article shall be brought in the supreme court in the judicial district in which the office of the corporation is located at the time of the service on the corporation of a summons in such action or of the presentation to the court of the […]
§ 1111. Preservation of assets; appointment of receiver. At any stage of an action or special proceeding under this article, the court may, in its discretion, make all such orders as it may deem proper in connection with preserving the property and carrying on the business of the corporation, including the appointment and removal of […]
§ 1112. Certain sales, transfers, security interests and judgments void. A sale, mortgage, conveyance or other transfer of, or the creation of a security interest in any property of a corporation made, without prior approval of the court, after service upon the corporation of a summons in an action, or of an order to show […]
§ 1113. Injunction. (a) At any stage of an action or special proceeding under this article, the court may, in its discretion, grant an injunction, effective during the pendency of the action or special proceeding or such shorter period as it may specify in the injunction, for one or more of the following purposes: (1) […]
§ 1114. Discontinuance of action or special proceeding. An action or special proceeding for the dissolution of a corporation may be discontinued at any stage when it is established that the cause for dissolution did not exist or no longer exists. In such event, the court shall dismiss the action or special proceeding and direct […]
§ 1115. Applicability of other provisions. (a) Subject to the provisions of this article, the provisions of sections 1006 (Corporate action and survival of remedies after dissolution), 1007 (Notice to creditors; filing or barring claims) and 1008 (Jurisdiction of supreme court to supervise dissolution and liquidation) shall apply to a corporation dissolved under this article. […]
