Washington Code 24.06.300 – Jurisdiction of court to liquidate assets and dissolve corporation
Current as of: 2023 | Check for updates
|
Other versions
The superior court shall have full power to liquidate the assets and to provide for the dissolution of a corporation when:
Terms Used In Washington Code 24.06.300
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- 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.
- Insolvent: means inability of a corporation to pay debts as they become due in the usual course of its affairs. See Washington Code 24.06.005
- Member: means one having membership rights in a corporation in accordance with provisions of its articles of incorporation or bylaws. See Washington Code 24.06.005
- Registered office: means the address of the corporation's registered agent. See Washington Code 24.06.005
- shareholder: means one who is a holder of record of one or more shares in a corporation organized with stock. See Washington Code 24.06.005
(1) In any action by a member, shareholder or director it is made to appear that:
(a) The directors are deadlocked in the management of the corporate affairs and that irreparable injury to the corporation is being suffered or is threatened by reason thereof, and that the members or shareholders are unable to break the deadlock; or
(b) The acts of the directors or those in control of the corporation are illegal, oppressive, or fraudulent; or
(c) The corporate assets are being misapplied or wasted; or
(d) The corporation is unable to carry out its purposes; or
(e) The shareholders have failed, for a period which includes at least two consecutive annual meeting dates, to elect successors to directors whose terms have expired or would have expired upon the election of their successors.
(2) In an action by a creditor:
(a) The claim of the creditor has been reduced to judgment and an execution thereon has been returned unsatisfied, and it is established that the corporation is insolvent; or
(b) The corporation has admitted in writing that the claim of the creditor is due and owing, and it is established that the corporation is insolvent.
(3) A corporation applies to have its dissolution continued under the supervision of the court.
(4) An action has been filed by the attorney general to dissolve the corporation and it is established that liquidation of its affairs should precede the entry of a decree of dissolution.
Proceedings under subsections (1), (2) or (3) of this section shall be brought in the county in which the registered office or the principal office of the corporation is situated.
It shall not be necessary to make directors, members or shareholders party to any such action or proceedings unless relief is sought against them personally.