Ohio § 1702.52

§ 1702.52.

(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 voting members entitled

to dissolve the corporation voluntarily, when it is established: (a) That its articles have been canceled or its period of existence has expired and that

it is necessary in order to protect the members that the corporation be judicially

dissolved; (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 a majority of the voting

members, or such lesser proportion or number of voting members as are entitled by

the articles to dissolve the corporation voluntarily, when it is established that

it is beneficial to the members that the corporation be judicially dissolved; (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 one-half of the voting members, 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 voting members are unable to break

the deadlock, or when it is established that the corporation has an uneven number

of directors and that the voting members 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. (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 members, a schedule shall be annexed to the complaint setting forth the

name of each member and the member's address if it is known. (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 activities 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 it 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 1702.49 , 1702.50 , and 1702.51 of the Revised Code relating to 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 the proceeding 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.