KRS 273.330: Jurisdiction of court to liquidate assets and affairs of corporation.

(1) Courts of equity shall have full power to liquidate the assets and affairs of a

corporation:

(a) In an action by a member or director when it is made to appear:

1. That the directors are deadlocked in the management of the corporate

affairs and that irrepa rable injury to the corporation is being suffered or

is threatened by reason thereof, and either that the members are unable

to break the deadlock or there are no members having voting rights;

2. That the acts of the directors or those in control of the co rporation are

illegal, oppressive or fraudulent;

3. That the members entitled to vote in the election of directors are

deadlocked in voting power and have failed for at least two (2) years to

elect successors to directors whose terms have expired or would have

expired upon the election of their successors;

4. That the corporate assets are being misapplied or wasted; or

5. That the corporation is unable to carry out its purposes.

(b) In an action by a creditor:

1. When the claim of the creditor has been redu ced to judgment and an

execution thereon has been returned unsatisfied and it is established that

the corporation is insolvent; or

2. When the corporation has admitted in writing that the claim of the

creditor is due and owing and it is established that th e corporation is

insolvent.

(c) Upon application by a corporation to have its dissolution continued under the

supervision of the court.

(d) When an action has been filed by the Attorney General to dissolve a

corporation and it is established that liquidati on of its affairs should precede

the entry of a decree of dissolution.

(2) Proceedings under this section shall be brought in the Circuit Court in which the

registered office or the principal office of the corporation is situated.

(3) It shall not be necessary to make directors or members parties to any such action or

proceedings unless relief is sought against them personally.