Idaho Judicial Corporate Dissolution Law

Judicial corporate dissolution is governed by Idaho Code § 30-1-1430-1434 .

The Idaho district court may dissolve a corporation in a proceeding brought by the attorney general if it is established that:

  • The corporation obtained its articles of incorporation through fraud; or
  • The corporation has continued to exceed or abuse the authority conferred upon it by law.

The Idaho district court designated may dissolve a corporation in a proceeding brought by a shareholder if it is established that:

  • The directors are deadlocked in the management of the corporate affairs.
  • The directors have acted in a manner that is illegal, oppressive or fraudulent.
  • The shareholders have failed to elect successors to directors whose terms have expired, for a period that includes at least two consecutive annual meeting dates.

The Idaho district court may dissolve a corporation in a proceeding brought by a creditor if it is established that:

  • The creditor’s claim has been reduced to judgment that returned unsatisfied, and the corporation is insolvent; or
  • The corporation has admitted in writing that the creditor’s claim is due,

In a judicial proceeding brought to dissolve a corporation, a court may appoint one or more receivers to wind up and liquidate, or one or more custodians to manage, the business and affairs of the corporation.  The court appointing a receiver or custodian has exclusive jurisdiction over the corporation and all of its property.  The court shall describe the powers and duties of the receiver or custodian in its appointing order, which may be amended from time to time.

If the court determines that one or more grounds for judicial dissolution exist, it may enter a decree dissolving the corporation, and the clerk of the court shall deliver a certified copy of the decree to the secretary of state, who shall file it.  After entering the decree of dissolution, the court shall direct the winding up and liquidation of the corporation’s business.


Inside Idaho Judicial Corporate Dissolution Law