Montana Code Annotated 2013

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     35-2-728. Grounds for judicial dissolution. (1) The district court may dissolve a corporation:
     (a) in a proceeding by the attorney general if it is established that:
     (i) the corporation obtained its articles of incorporation through fraud;
     (ii) the corporation has continued to exceed or abuse the authority conferred upon it by law;
     (iii) the corporation is a public benefit corporation and the corporate assets are being misapplied or wasted; or
     (iv) the corporation is a public benefit corporation and is no longer able to carry out its purposes;
     (b) in a proceeding by 50 members or members holding 5% of the voting power, whichever is less, or by a director or any person specified in the articles, except as provided in the articles or bylaws of a religious corporation, if it is established that:
     (i) the directors are deadlocked in the management of the corporate affairs and the members, if any, are unable to breach the deadlock;
     (ii) 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;
     (iii) 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;
     (iv) the corporate assets are being misapplied or wasted; or
     (v) the corporation is a public benefit corporation or religious corporation and is no longer able to carry out its purposes;
     (c) in a proceeding by a creditor if it is established that:
     (i) the creditor's claim has been reduced to judgment, the execution on the judgment returned unsatisfied, and the corporation is insolvent; or
     (ii) the corporation has admitted in writing that the creditor's claim is due and owing and the corporation is insolvent; or
     (d) in a proceeding by the corporation to have its voluntary dissolution continued under court supervision.
     (2) Prior to dissolving a corporation, the court shall consider whether:
     (a) there are reasonable alternatives to dissolution;
     (b) dissolution is in the public interest, if the corporation is a public benefit corporation; and
     (c) dissolution is the best way of protecting the interests of members if the corporation is a mutual benefit corporation.

     History: En. Sec. 142, Ch. 411, L. 1991.

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