2019 Tennessee Code
Title 48 - Corporations and Associations
For-Profit Business Corporations
Chapter 24 - Dissolution
Part 3 - Judicial Dissolution
§ 48-24-301. Grounds for judicial dissolution.
- Any court of record with proper venue in accordance with § 48-24-302 may dissolve a corporation:
(1) In a proceeding by the attorney general and reporter if it is established that the corporation:
(A) Obtained its charter through fraud;
(B) Has exceeded or abused the authority conferred upon it by law;
(C) Has violated any provision of law resulting in the forfeiture of its charter; or
(D) Has carried on, conducted, or transacted its business or affairs in a persistently fraudulent or illegal manner;
provided, that the enumeration of these grounds for dissolution shall not exclude actions or special proceedings by the attorney general and reporter or other state officials for the dissolution of a corporation for other causes as provided in this chapter or in any other statute of this state;
(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 (2) consecutive annual meeting dates, to elect directors; 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 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.
