(a) The Superior Court may dissolve a corporation:
(1) In a proceeding by the Attorney General for the District of Columbia if it is established that the corporation:
(A) Obtained its articles of incorporation through fraud; or
(B) Has continued to exceed or abuse the authority conferred upon it by law;
(2) In a proceeding by a shareholder if it is established that:
(A) The directors are deadlocked in the management of the corporate affairs, the shareholders are unable to break the deadlock, and irreparable injury to the corporation is threatened or being suffered, or the activities and affairs of the corporation can no longer be conducted to the advantage of the shareholders generally, because of the deadlock;
(B) 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;
(C) The shareholders are deadlocked in voting power and have failed, for a period that includes at least 2 consecutive annual meeting dates, to elect successors to directors whose terms have expired; or
(D) The corporate assets are being misapplied or wasted;
(A) The creditor’s claim has been reduced to judgment, the execution on the judgment returned unsatisfied, and the corporation is insolvent; or
(B) The corporation has admitted in writing that the creditor’s claim is due and owing and the corporation is insolvent;
(3) In a proceeding by a creditor if it is established that:
(4) In a proceeding by the corporation to have its voluntary dissolution continued under court supervision; or
(5) In a proceeding by a shareholder 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) of this section shall not apply in the case of a corporation that, on the date of the filing of the proceeding, has shares which are:
(1) Listed on the New York Stock Exchange, the American Stock Exchange or on any exchange owned or operated by the NASDAQ Stock Market LLC, or listed or quoted on a system owned or operated by the Financial Industry Regulatory Authority; or
(2) Not so listed or quoted, but are held by at least 300 shareholders and the shares outstanding have a market value of at least $20 million, exclusive of the value of the shares held by the corporation’s subsidiaries, senior executives, directors, and beneficial shareholders owning more than 10% of such shares) [sic].
(c) For the purposes of this section, the term “beneficial shareholder” has the meaning specified in § 29-311.01(2).
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(c)(31), 59 DCR 13171.)
Section ReferencesThis section is referenced in § 29-303.04, § 29-312.21, § 29-312.23, and § 29-312.24.
Effect of AmendmentsThe 2013 amendment by D.C. Law 19-210 substituted “activities” for “business” in (a)(2)(A).
Cross ReferencesRegional interstate banking, violations threatening solvency or prejudicing consumers’ rights, petition for involuntary dissolution, see § 26-712.
Editor's NotesApplication of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.