351.494. Grounds for judicial dissolution. — 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, oppressive, or fraudulent;
(c) The shareholders 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
(d) The corporate assets are being misapplied or wasted;
(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 has been 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.
Notes of Decisions
Waters v. G & B Feeds, Inc., 306 S.W.3d 138 (Mo. Ct. App. 2010).
· cites it 10× “On December 1, 2004, Respondent filed her “Petition for Involuntary Dissolution on Grounds of Deadlock or Oppression” in which she requested judicial dissolution of G & B, pursuant to section 351.494; 6 an accounting of G & B’s assets and investments; and dissolution of the…”
Struckhoff v. Echo Ridge Farm, Inc., 833 S.W.2d 463 (Mo. Ct. App. 1992).
· cites it 12× “Section 351.494, RSMo (Cum.Supp.1991) grants the trial court discretion to dissolve a corporation under certain conditions.”
Cannon v. Monroe, 285 S.W.3d 375 (Mo. Ct. App. 2009).
· cites it 10× “Count I, denominated an action under section 351.494 et seq., asserted that Monroe and Cannon were the two shareholders of SDC and deadlocked in voting power and in the management of the company’s affairs, unable to break the deadlock.”
Churchman v. Kehr, 836 S.W.2d 473 (Mo. Ct. App. 1992).
· cites it 8× “Count I sought dissolution of the corporation per § 351.494, RSMo Cum. Supp.1990, which reads in pertinent part: The circuit court may dissolve a corporation: (1) .”
21 West, Inc. v. Meadowgreen Trails, Inc., 913 S.W.2d 858 (Mo. Ct. App. 1995).
· cites it 2× “This was within the court’s discretion under RSMo § 351.494, which is permissive in nature and provides that trial courts “may dissolve a corporation” under certain conditions (i.”
Scott v. Trans-Sys., Inc., 64 P.3d 1 (Wash. 2003).
“56(a)(3), (4) (2000) (also providing alternative remedies to dissolution); Mo.Rev.Stat. § 351.494(2)(b), (d) (2001); Or.”
Scott v. Trans-Sys., Inc., 148 Wash. 2d 701 (Wash. 2003).
“56(a)(3), (4) (2000) (also providing alternative remedies to dissolution); Mo. Rev. Stat. § 351.494 (2)(b), (d) (2001); Or.”
Prindable v. Walsh, 69 S.W.3d 912 (Mo. Ct. App. 2002).
· cites it 3× “Count II Count II purports to set forth a shareholder’s claim for dissolution pursuant to Section 351.494 RSMo (2000), asserting various statutory grounds.”
Hart v. Kupper Parker Commc'ns, Inc., 114 S.W.3d 342 (Mo. Ct. App. 2003).
· cites it 3× “215, RSMo 1994, and dissolve the corporation pursuant to section 351.494, RSMo 1994. Plaintiff subsequently dismissed the lawsuit.”
Steinmann v. Davenport, 97 S.W.3d 18 (Mo. Ct. App. 2002).
· cites it 3× “467 and/or section 351.494, RSMo 2000, to dissolve the corporation and attached a proposed plan of discontinuance to their petition.”
Steinmann v. Davenport, 248 S.W.3d 8 (Mo. Ct. App. 2008).
· cites it 6× “467 1 and a decree of dissolution of the corporation pursuant to Section 351.494. Davenport filed a Motion to Dismiss for Failure to State a Claim.”
— Mo. Rev. Stat. § 351.494(2) — 2 cases
— Mo. Rev. Stat. § 351.494(2)(a) — 1 case
Churchman v. Kehr, 836 S.W.2d 473 (Mo. Ct. App. 1992).
“Count I sought dissolution of the corporation per § 351.494, RSMo Cum. Supp.1990, which reads in pertinent part: The circuit court may dissolve a corporation: (1) .”
— Mo. Rev. Stat. § 351.494(2)(b) — 5 cases
Scott v. Trans-Sys., Inc., 64 P.3d 1 (Wash. 2003).
“56(a)(3), (4) (2000) (also providing alternative remedies to dissolution); Mo.Rev.Stat. § 351.494(2)(b), (d) (2001); Or.”
Struckhoff v. Echo Ridge Farm, Inc., 833 S.W.2d 463 (Mo. Ct. App. 1992).
“Section 351.494, RSMo (Cum.Supp.1991) grants the trial court discretion to dissolve a corporation under certain conditions.”
Churchman v. Kehr, 836 S.W.2d 473 (Mo. Ct. App. 1992).
“Count I sought dissolution of the corporation per § 351.494, RSMo Cum. Supp.1990, which reads in pertinent part: The circuit court may dissolve a corporation: (1) .”
— Mo. Rev. Stat. § 351.494(2)(c) — 1 case
Struckhoff v. Echo Ridge Farm, Inc., 833 S.W.2d 463 (Mo. Ct. App. 1992).
“Section 351.494, RSMo (Cum.Supp.1991) grants the trial court discretion to dissolve a corporation under certain conditions.”
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