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Arizona Revised Statutes Title 10. Corporations and Associations § 10-11430. Grounds for judicial dissolution

Current as of March 08, 2022 | Updated by FindLaw Staff

A. The court may dissolve a corporation in a proceeding by the attorney general if it is established that either:

1. The corporation obtained its articles of incorporation through fraud.

2. The corporation has continued to exceed or abuse the authority conferred upon it by law.

B. Except as provided in the articles of incorporation or bylaws of a corporation organized primarily for religious purposes, the court may dissolve a corporation in a proceeding by fifty members or by members holding twenty-five per cent of the voting power, whichever is less, or by a director or any person specified in the articles of incorporation, if any of the following is established:

1. The directors are deadlocked in the management of the corporate affairs, the members, if any, are unable to breach the deadlock and irreparable injury to the corporation is threatened or being suffered or the affairs of the corporation cannot be conducted generally because of the deadlock.

2. 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.

3. 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.

4. The corporate assets are being wasted, misapplied or diverted for noncorporate purposes.

C. The court may dissolve a corporation in a proceeding by a creditor if it is established that either:

1. The creditor's claim has been reduced to a judgment, the execution on the judgment has been returned unsatisfied and the corporation is insolvent.

2. The corporation has admitted in writing that the creditor's claim is due and owing and the corporation is insolvent.

D. The court may dissolve a corporation in a proceeding by the corporation to have its voluntary dissolution continued under court supervision.

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Cite this article: FindLaw.com - Arizona Revised Statutes Title 10. Corporations and Associations § 10-11430. Grounds for judicial dissolution - last updated March 08, 2022 | https://codes.findlaw.com/az/title-10-corporations-and-associations/az-rev-st-sect-10-11430/

Read this complete Arizona Revised Statutes Title 10. Corporations and Associations § 10-11430. Grounds for judicial dissolution on Westlaw

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