Involuntary Dissolution Statutes

closely held corporation

For most of their existence, coruts have interpreted them as "jurisdictional only." That is, if a plaintiff proves that directors are deadlocked the shareholders are unable to break the deadlock, and irreparable harm is threatened, those showing merely get the plaintiff past the courthouse door. They do not necessarily entitle him to a decree of dissolution. The same is true with showing of shareholder deadlock or that those in contol of the corporation are misapplying or wasting assets, which are other grounds listed in the statutes.