2013 Nebraska Revised Statutes
Chapter 21 - CORPORATIONS AND OTHER COMPANIES
21-20,162 - Judicial dissolution; grounds.

21-20,162. Judicial dissolution; grounds.

Except as provided in subdivision (2)(b) of this section, the 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)(a) In a proceeding by a shareholder if it is established that:

(i) 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;

(ii) 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;

(iii) 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

(iv) The corporate assets are being misapplied or wasted.

(b) The right to bring a proceeding under this subdivision does not apply to shareholders of a bank, trust company, or stock-owned savings and loan association;

(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.

Source

Laws 1995, LB 109, § 162;
Laws 1999, LB 396, § 22;
Laws 2003, LB 131, § 23.

Annotations

The meaning of the term "deadlocked" within the context of this section is a corporation which, because of decision or indecision of the stockholders, cannot perform its corporate powers. Woodward v. Andersen, 261 Neb. 980, 627 N.W.2d 742 (2001).

This section clearly requires that the court's jurisdiction to dissolve the corporation is premised upon the petitioner's being a shareholder of the corporation. Baye v. Airlite Plastics Co., 260 Neb. 385, 618 N.W.2d 145 (2000).