§ 14.30.
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/vt/14-30-2A research copy — for the controlling text, always check the official state or federal source. Not legal advice.
§ 14.30. Grounds for judicial dissolution
(a)The Superior Court may dissolve a corporation:
(1)in a proceeding by the Attorney General if it is established that:
(A)the corporation obtained its articles of incorporation through fraud;
(B)the corporation has continued to exceed or abuse the authority conferred upon it by law;
(C)the corporation is a public benefit corporation and the corporate assets are being misapplied or wasted; or
(D)the corporation is a public benefit corporation and is no longer able to carry out its purposes;
(2)in a proceeding by 50 members or members holding five percent of the voting power, whichever is less, 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 the corporate affairs, and the members, if any, are unable to breach the deadlock;
(B)the directors or those in control of the corporation have acted, are acting or will act in a manner that is illegal, oppressive, or fraudulent;
(C)the members are deadlocked in voting power and have failed, for a period that includes at least two consecutive annual meeting dates, to elect successors to directors whose terms 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 is no 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 judgment, the execution on the judgment returned unsatisfied and the corporation is insolvent; or
(B)the corporation has admitted in writing that the creditor’s claim is due and owing and the corporation is insolvent; or
(4)in a proceeding by the corporation to have its voluntary dissolution continued under court supervision.
(b)Prior to dissolving a corporation, the court shall consider whether:
(1)there are reasonable alternatives to dissolution;
(2)dissolution is in the public interest, if the corporation is a public benefit corporation;
(3)dissolution is the best way of protecting the interests of members, if the corporation is a mutual benefit corporation. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)