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Shareholders' petition for judicial dissolution
Business Corporation (BSC) CHAPTER 4, ARTICLE 11
§ 1103. Shareholders' petition for judicial dissolution.

(a) If the shareholders of a corporation adopt a resolution stating
that they find that its assets are not sufficient to discharge its
liabilities, or that they deem a dissolution to be beneficial to the
shareholders, the shareholders or such of them as are designated for
that purpose in such resolution may present a petition for its

(b) A shareholders' meeting to consider such a resolution may be
called, notwithstanding any provision in the certificate of
incorporation, by the holders of shares representing ten percent of the
votes of all outstanding shares entitled to vote thereon, or if the
certificate of incorporation authorizes a lesser proportion of votes of
shares to call the meeting, by such lesser proportion. A meeting under
this paragraph may not be called more often than once in any period of
twelve consecutive months.

(c) Such a resolution may be adopted at a meeting of shareholders by
vote of a majority of the votes of all outstanding shares entitled to
vote thereon or if the certificate of incorporation requires a greater
proportion of votes to adopt such a resolution, by such greater