Auflösungsklage

This phrasing option is in line with at least one US state's analogous procedure (California), under which 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).