Section 1103. Shareholders' petition for judicial dissolution  


Latest version.
  • (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
      dissolution.
        (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
      proportion.