Ohio § 1701.91

§ 1701.91.

(A) A corporation may be dissolved judicially and its affairs wound up: (1) By an order of the supreme court or of a court of appeals in an action in quo warranto

brought as provided by sections 2733.02 to 2733.39 of the Revised Code , in which event the court may order the affairs of the corporation to be wound up

by its directors as in the case of voluntary dissolution, or by proceedings in, and

under the order of, the court of common pleas of the county in this state in which

the corporation has its principal office; (2) By an order of the court of common pleas of the county in this state in which such

corporation has its principal office, in an action brought by holders of shares entitled

to dissolve the corporation voluntarily, when it is established that any of the following

are true: (a) That its articles have been canceled or its period of existence has expired; (b) That the corporation is insolvent or is unable to afford reasonable security to those

who may deal with it and that it is necessary in order to protect the creditors of

the corporation that the corporation be judicially dissolved; (c) That the objects of the corporation have wholly failed or are entirely abandoned

or that their accomplishment is impracticable; (3) By an order of the court of common pleas of the county in this state in which the

corporation has its principal office, in an action brought by the holders of shares

entitling them to exercise at least two-thirds of the voting power of the corporation

on such proposal when it is established that it is beneficial to the shareholders

that the corporation be judicially dissolved, or the holders of such lesser proportion

as are entitled by the articles to dissolve the corporation voluntarily; (4) By an order of the court of common pleas of the county in this state in which the

corporation has its principal office, in an action brought by one-half of the directors

when there is an even number of directors or by the holders of shares entitling them

to exercise at least two-thirds of the voting power, when it is established that the

corporation has an even number of directors who are deadlocked in the management of

the corporate affairs and the shareholders are unable to break the deadlock, or when

it is established that the corporation has an uneven number of directors and that

the shareholders are deadlocked in voting power and unable to agree upon or vote for

the election of directors as successors to directors whose terms normally would expire

upon the election of their successors.  Under these circumstances, dissolution of the corporation shall not be denied on

the ground that the corporation is solvent or on the ground that the business of the

corporation has been or could be conducted at a profit. (5) By an order of the court of common pleas of the county in which the corporation,

whether for profit or nonprofit, has its principal office, in an action brought by

the prosecuting attorney of the county, when it is found that the corporation was

organized or systematically used to further criminal purposes, or as a subterfuge

to engage in prostitution, gambling, loan sharking, drug abuse, illegal drug distribution,

counterfeiting, obscenity, extortion, corruption of law enforcement officers or other

public officers, officials, or any employees, or any other criminal activity. (B) A complaint for judicial dissolution shall be verified by any of the complainants

and shall set forth facts showing that the case is one of those specified in this

section.  Unless the complainants set forth in the complaint that they are unable to annex

a list of shareholders, a schedule shall be annexed to the complaint setting forth

the name of each shareholder, his address if it is known or the fact that it is not

known, the number of shares owned by him, and any balance unpaid on his shares. (C) Upon the filing of a complaint for judicial dissolution, the court with which it

is filed shall have power to issue injunctions, to appoint a receiver with such authority

and duties as the court from time to time may direct, to take such other proceedings

as may be necessary to protect the property or the rights of the complainants or of

the persons interested, and to carry on the business of the corporation until a full

hearing can be had.  Upon or after the filing of a complaint for judicial dissolution, the court, by

injunction or order, may stay the prosecution of any proceeding against the corporation

or involving any of its property and require the parties to the proceeding to present

and prove their claims, demands, rights, interests, or liens, at the time and in the

manner required of creditors or others.  The court may refer the complaint to a special master commissioner. (D) After a hearing had upon such notice as the court may direct to be given to all parties

to the proceeding and to any other parties in interest designated by the court, a

final order based either upon the evidence, or upon the report of the special master

commissioner if one has been appointed, shall be made dissolving the corporation or

dismissing the complaint.  An order or judgment for the judicial dissolution of a corporation shall contain

a concise statement of the proceedings leading up to the order or judgment;  the name

of the corporation;  the place in this state where its principal office is located;

 the names and addresses of its directors and officers;  the name and address of a

statutory agent;  and, if desired, such other provisions with respect to the judicial

dissolution and winding up as are considered necessary or desirable.  A certified copy of such order forthwith shall be filed in the office of the secretary

of state, whereupon the corporation shall be dissolved.  To the extent consistent with orders entered in such proceeding, the effect of such

judicial dissolution shall be the same as in the case of voluntary dissolution, and

the provisions of sections 1701.87 , 1701.88 , 1701.89 , and 1701.90 of the Revised Code relating to the required notice a corporation shall give of a dissolution and the

authority and duties of directors during the winding up of the affairs of a corporation

dissolved voluntarily, with respect to the jurisdiction of courts over the winding

up of the affairs of a corporation, and with respect to receivers for winding up the

affairs of a corporation shall be applicable to corporations judicially dissolved. (E) A judicial proceeding under this section concerning the judicial dissolution of a

corporation is a special proceeding, and final orders in it may be vacated, modified,

or reversed on appeal pursuant to the Rules of Appellate Procedure or the Rules of

Practice of the Supreme Court, whichever are applicable, and, to the extent not in

conflict with those rules, Chapter 2505. of the Revised Code.