KRS 271B.14-300: Grounds for judicial dissolution.

The Circuit 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) 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 or fraudulent; or

(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

successors to directors whose terms have expired;

(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 admit ted 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.