(a) The circuit court for the county in which the corporation‘s principal office is located in this state, and if none in this state, the circuit court for the county in which the corporation’s most recent registered office is located may dissolve a corporation:

lawyer at desk

Ask a business law question, get an answer ASAP!
Thousands of highly rated, verified business lawyers.
Click here to chat with a lawyer about your rights.

Terms Used In Alabama Code 10A-2A-14.10

  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • certificate of incorporation: as used in this chapter is synonymous to the term "certificate of formation" used in Chapter 1. See Alabama Code 10A-2A-1.40
  • circuit: means judicial circuit. See Alabama Code 1-1-1
  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • Fraud: Intentional deception resulting in injury to another.
  • state: when applied to the different parts of the United States, includes the District of Columbia and the several territories of the United States. See Alabama Code 1-1-1
  • writing: includes typewriting and printing on paper. See Alabama Code 1-1-1
(1) in a proceeding by the Attorney General if it is established that:

(i) the corporation obtained its certificate of incorporation through fraud; or
(ii) the corporation has continued to exceed or abuse the authority conferred upon it by law;
(2) in a proceeding by a stockholder if it is established that:

(i) the directors are deadlocked in the management of the corporate affairs, the stockholders are unable to break the deadlock, and irreparable injury to the corporation is threatened or being suffered, or the business and affairs of the corporation can no longer be conducted to the advantage of the stockholders generally, because of 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 stockholders 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 expired; or
(iv) the corporate assets are being misapplied or wasted;
(3) 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;
(4) in a proceeding by the corporation to have its voluntary dissolution continued under court supervision; or
(5) in a proceeding by a stockholder if the corporation has abandoned its business and has failed within a reasonable time to liquidate and distribute its assets and dissolve.
(b) Subsection (a)(2) shall not apply in the case of a corporation that, on the date of the filing of the proceeding, has a class or series of stock which is:

(1) a covered security under Section 18(b)(1)(A) or (B) of the Securities Act of 1933; or
(2) not a covered security, but is held by at least 2,000 stockholders.
(c) In subsection (a), “stockholder” means a record stockholder, a beneficial stockholder, and an unrestricted voting trust beneficial owner, and in subsection (b), “stockholder” means a record stockholder, a beneficial stockholder, and a voting trust beneficial owner.
  Previous section
Next section  
 Division B Contents