§ 366 Compulsory dissolution Commercial Code

(1) A public limited company shall be dissolved by a court ruling if

1) the general meeting does not adopt a dissolution resolution if its adoption is obligatory pursuant to law or the articles of association, the shareholders have not adopted any of the resolutions prescribed in § 301 or the general meeting has not been called to adopt such a resolution;

2) the general meeting has not been held during the last two financial years;

3) the term of office of the management board expired more than two years previously and a new management board has not been elected;

4) in other cases provided by law.

[RT I 2005, 57, 449 - entry into force 01.01.2006]

(2) A petition for the compulsory dissolution of a public limited company may be submitted by the management board, the supervisory board, a member of the management board, a shareholder or other persons specified by law. Unless otherwise provided by law, a court may also decide on compulsory dissolution at its own initiative.

[RT I 2005, 57, 449 - entry into force 01.01.2006]

(3) If the deficiency or other circumstance that provides the basis for compulsory dissolution can be evidently eliminated, the court shall previously establish a term for the public limited company for the elimination of the deficiency or circumstance.

[RT I 2008, 59, 330 - entry into force 01.01.2009]

← § 365 Resolution on dissolution of public limited company at general meeting Commercial Code § 367 Petition for dissolution of public limited company →