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Current as of January 01, 2022 | Updated by FindLaw Staff
(a) The court may dissolve a corporation in a proceeding by the attorney general if it is established that:
(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;
(3) The corporation is a public benefit corporation and the corporate assets are being misapplied or wasted; or
(4) The corporation is a public benefit corporation and is no longer able to carry out its activities.
(b) In a proceeding by fifty members or members holding five per cent of the voting power, whichever is less, or by a director or any person specified in the articles, the court may dissolve a corporation if it is established that:
(1) The directors are deadlocked in the management of the corporate affairs, and the members, if any, are unable to breach 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; or
(4) The corporate assets are being misapplied or wasted.
(c) The court may dissolve a corporation in a proceeding by a creditor if it is established that:
(1) The creditor's claim has been reduced to judgment, the execution on the judgment returned unsatisfied, and the corporation is insolvent; or
(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.
(e) Prior to dissolving a corporation, the court shall consider whether there are reasonable alternatives to dissolution, whether dissolution is in the public interest, provided the corporation serves a public purpose, and whether dissolution is the best way of protecting the interests of members.
Cite this article: FindLaw.com - Hawaii Revised Statutes Division 2. Business § 414D-252 - last updated January 01, 2022 | https://codes.findlaw.com/hi/division-2-business/hi-rev-st-sect-414d-252/
FindLaw Codes may not reflect the most recent version of the law in your jurisdiction. Please verify the status of the code you are researching with the state legislature or via Westlaw before relying on it for your legal needs.
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