(a) Subject to satisfying the conditions of subsections (c) and (d), a shareholder of a statutory close corporation may petition the circuit court for any of the relief described in Section 33-18-410, 33-18-420, or 33-18-430 if:
(1) the directors or those in control of the corporation have acted, are acting, or will act in a manner that is illegal, oppressive, fraudulent, or unfairly prejudicial to the petitioner, whether in his capacity as shareholder, director, or officer of the corporation;
(2) the directors or those in control of the corporation are deadlocked in the management of the corporation's affairs, the shareholders are unable to break the deadlock, and the corporation is suffering or will suffer irreparable injury or the business and affairs of the corporation can no longer be conducted to the advantage of the shareholders generally because of the deadlock; or
(3) there exist grounds for judicial dissolution of the corporation under Section 33-14-300.
(b) A shareholder must commence a proceeding under subsection (a) in the circuit court of the county where the corporation's principal office or, if none in this State, its registered office is located. The jurisdiction of the court in which the proceeding is commenced is plenary and exclusive.
(c) If a shareholder has agreed in writing to pursue a nonjudicial remedy to resolve disputed matters, he may not commence a proceeding under this section with respect to the matters until he has exhausted the nonjudicial remedy.
(d) If a shareholder has dissenters' rights under this chapter or chapter 13 with respect to proposed corporate action, he must commence a proceeding under this section before he is required to give notice of his intent to demand payment under Section 33-13-210 or to demand payment under Section 33-13-230 or the proceeding is barred.
(e) Except as provided in subsections (c) and (d), a shareholder's right to commence a proceeding under this section and the remedies available under Sections 33-18-410 through 33-18-430 are in addition to any other right or remedy he may have.
HISTORY: Derived from 1976 Code Section 33-21-150 [1962 Code Section 12-22.15; 1952 Code Section 12-651; 1942 Code Section 7725; 1932 Code Section 7725; 1922 (32) 1026; 1962 (52) 1996, 1963 (53) 327; 1981 Act No. 146, Section 2; Repealed, 1988 Act No. 444, Section 4(1)], and Section 33-21-155 [1981 Act No. 146, Section 2; Repealed, 1988 Act No. 444, Section 4(1)]; 1988 Act No. 444, Section 2.
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