What is the procedure for an involuntary-dissolution ?

An action seeking the involuntary dissolution of a corporation may be commenced by the filing of a verified complaint by (1) one-half or more of the corporation’s directors, (2) a shareholder or shareholders holding one-third or more of the corporation’s outstanding shares, or (3) any other person authorized to do so by the corporation’s articles of incorporation. Cal. Corp. Code § 1800(a). Any of the corporation’s creditors or other shareholders may intervene in the action at any time before trial. If the ground for involuntary dissolution is a deadlock among an even number of the corporation’s directors that cannot be broken by the shareholders electing an uneven number of directors, then the court may appoint an impartial provisional director who has all the rights and powers of a director until the deadlock is broken or the provisional director is removed. Cal. Corp. Code §§ 308(c), 1802. The court may also appoint a receiver to take over and manage the corporation’s business and affairs and to preserve its property if the court has reasonable grounds to believe that the interests of the corporation and its shareholders will suffer pending the hearing and determination of the complaint unless a receiver is appointed. Cal. Corp. Code § 1803. Once the complaint is heard, the court may order the corporation to be wound up and dissolved or make such other orders, with or without winding up and dissolution, as justice and equity require. Cal. Corp. Code § 1804. The corporation or the holders of 50 percent or more of the corporation’s voting power may avoid the appointment of any receiver and dissolution by purchasing the plaintiffs’ shares for cash at their fair value. Cal. Corp. Code § 2000(a).