What are the grounds for involuntary dissolution of a corporation?

A corporation may be involuntarily dissolved on various grounds, depending on who is bringing the dissolution proceeding. In California, for example, the state attorney general can bring an action against a corporation to have it dissolved on grounds including that the corporation has (1) “seriously offended” against any provision of the state corporation law, (2) failed to pay the franchise or other tax for five years, or (3) fraudulently abused or usurped corporate privileges or powers. Cal. Corp. Code § 1801(a). An involuntary-dissolution action may also be commenced by (1) one-half or more of the directors in office, (2) a shareholder or shareholders holding shares representing at least one-third of the corporation’s outstanding shares, or (3) any other person expressly authorized to do so by the corporation’s articles of incorporation. Cal. Corp. Code § 1800(a). In an action brought by directors or shareholders, the grounds for involuntary dissolution include that (1) the corporation has abandoned its business for more than one year, (2) the corporation has an even number of directors who are equally divided, and the shareholders are also so divided that they cannot elect a board consisting of an uneven number, (3) the shareholders are so deadlocked that they have failed at two consecutive annual meetings to elect successors to directors whose terms have expired, (4) those in control of the corporation have engaged in or knowingly countenanced persistent fraud, mismanagement, abuse of authority, or unfairness toward any shareholders, and (5) in the case of any corporation with 35 or fewer shareholders, liquidation is reasonably necessary for the protection of the complaining shareholder(s)’ rights.