Section 1111. Judgment or final order of dissolution  


Latest version.
  • (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
      corporation.
        (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.