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This entry was published on 2014-09-22
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Judgment or final order of dissolution
Business Corporation (BSC) CHAPTER 4, ARTICLE 11
§ 1111. Judgment or final order of dissolution.

(a) In an action or special proceeding under this article if, in the
court's discretion, it shall appear that the corporation should be
dissolved, it shall make a judgment or final order dissolving the

(b) In making its decision, the court shall take into consideration
the following criteria:

(1) In an action brought by the attorney-general, the interest of the
public is of paramount importance.

(2) In a special proceeding brought by directors or shareholders, the
benefit to the shareholders of a dissolution is of paramount importance.

(3) In a special proceeding brought under section 1104 (Petition in
case of deadlock among directors or shareholders) or section 1104-a
(Petition for judicial dissolution under special circumstances)
dissolution is not to be denied merely because it is found that the
corporate business has been or could be conducted at a profit.

(c) If the judgment or final order shall provide for a dissolution of
the corporation, the court may, in its discretion, provide therein for
the distribution of the property of the corporation to those entitled
thereto according to their respective rights.

(d) The clerk of the court or such other person as the court may
direct shall transmit certified copies of the judgment or final order of
dissolution to the department of state and to the clerk of the county in
which the office of the corporation was located at the date of the
judgment or order. Upon filing by the department of state, the
corporation shall be dissolved.

(e) The corporation shall promptly thereafter transmit a certified
copy of the judgment or final order to the clerk of each other county in
which its certificate of incorporation was filed.