Jurisdiction of court to liquidate assets and business of corporation

  1. Law
  2. Arkansas Code
  3. Business and Commercial Law
  4. Corporations and Associations
  5. Business Corporations Generally
  6. Dissolution and Liquidation
  7. Jurisdiction of court to liquidate assets and business of corporation

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  1. (a) The circuit court shall have full power to liquidate the assets and business of a corporation:

    1. (1) In an action by a shareholder when it is established:

      1. (A) That the directors are deadlocked in the management of the corporate affairs, and the shareholders are unable to break the deadlock and that irreparable injury to the corporation is being suffered or is threatened by reason thereof; or

      2. (B) That the acts of the directors or those in control of the corporation are illegal, oppressive, or fraudulent; or

      3. (C) That the shareholders are deadlocked in voting power and that irreparable injury to the corporation is being suffered or is threatened by reason thereof; or

      4. (D) That the corporate assets are being misapplied or wasted.

    2. (2) In an action by a creditor:

      1. (A) When the claim of the creditor has been reduced to judgment and an execution thereon returned unsatisfied, and it is established that the corporation is insolvent; or

      2. (B) When 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. (3) When an action has been filed by the Attorney General to dissolve a corporation, and it is established that liquidation of its business and affairs should precede the entry of a decree of dissolution.

  2. (b) It shall not be necessary to make shareholders parties to any such action or proceeding unless relief is sought against them personally.

  3. (c) In such a liquidation proceeding, the court shall have all of the powers which are conferred upon the court under § 4-26-1106, and if the proceeding be pending in the circuit court, the court shall have jurisdiction after liquidation has been completed to enter a decree dissolving the corporation. In this last event the dissolution will be certified to the Secretary of State and the county clerk as provided in § 4-26-1107.

  4. (d) A proceeding under this section shall be filed in the county in which the principal place of business of the corporation is located or, if it has no principal place of business, in the county wherein its registered office is situated; otherwise, it shall be filed in Pulaski County.


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