The Circuit Court may dissolve a corporation:
(1) In a proceeding by the Attorney General if it is established that:
(a) The corporation obtained its articles of incorporation through fraud; or
(b) The corporation 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 business 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 or fraudulent; or
(c) The shareholders are deadlocked in voting power and have failed, for a period that includes at least two (2) consecutive annual meeting dates, to elect successors to directors whose terms have expired;
(3) In a proceeding by a creditor if it is established that:
(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; or
(4) In a proceeding by the corporation to have its voluntary dissolution continued under court supervision. Effective: January 1, 1989 History: Created 1988 Ky. Acts ch. 23, sec. 148, effective January 1, 1989.
Notes of Decisions
Cited in
4
cases, 1993–2007 · leading case:
Suter v. Mazyck, 226 S.W.3d 837 (Ky. Ct. App. 2007).
Suter v. Mazyck, 226 S.W.3d 837 (Ky. Ct. App. 2007).
“On January 3, 2006, the Suters filed a motion to amend the complaint to include a breach of contract action against Frantz as a result of the corporation’s failure to purchase appellants’ stock in accordance with the corporation’s amended stock purchase agreement and seeking…”
South Bay Enter., Inc. v. Mirada Bay Petroleum, Inc., 957 S.W.2d 287 (Ky. Ct. App. 1997).
· cites it 4× “South Bay also filed a petition for dissolution pursuant to KRS 271B.14-300, seeking dissolution of Mirada and application of proceeds toward payment of its default judgment.”
Caudill v. Eubanks Farms, Inc., 301 F.3d 658 (6th Cir. 2002).
· cites it 2× “Ky.Rev. Stat. § 271B.14-300(1). Venue for dissolution actions by the attorney general lie in Franklin County.”
Dingus v. FADA Serv. Co., Inc., 856 S.W.2d 45 (Ky. Ct. App. 1993).
“This appeal involves questions of deadlocked shareholders’ voting, shareholders’ pre-emptive rights, ultra vires acts, corporate custom, directors/shareholders’ estop-pel and ratification, all pursued in an action for judicial dissolution under KRS 271B.14-300(2). Paintsville…”
Ky. Rev. Stat. § 271B.14-300(1): 1 case
Caudill v. Eubanks Farms, Inc., 301 F.3d 658 (6th Cir. 2002).
“Ky.Rev. Stat. § 271B.14-300(1). Venue for dissolution actions by the attorney general lie in Franklin County.”
Ky. Rev. Stat. § 271B.14-300(2): 1 case
Dingus v. FADA Serv. Co., Inc., 856 S.W.2d 45 (Ky. Ct. App. 1993).
“This appeal involves questions of deadlocked shareholders’ voting, shareholders’ pre-emptive rights, ultra vires acts, corporate custom, directors/shareholders’ estop-pel and ratification, all pursued in an action for judicial dissolution under KRS 271B.14-300(2). Paintsville…”
Ky. Rev. Stat. § 271B.14-300(2)(a): 1 case
Caudill v. Eubanks Farms, Inc., 301 F.3d 658 (6th Cir. 2002).
“Ky.Rev. Stat. § 271B.14-300(1). Venue for dissolution actions by the attorney general lie in Franklin County.”
Annotations are extracted automatically from the opinions in the
Syfert caselaw corpus and ranked by authority, recency, and
treatment. Dots show Syfertize treatment of the citing case itself.