SECTIONS 12630-12637 - California Statutes

CORPORATIONS CODE

SECTION 12630-12637

12630. (a) Any corporation may elect voluntarily to wind up and
dissolve (1) by approval of a majority of all members (Section 12223)
or (2) by approval of the board and approval of the members (Section
12224).
(b) Any corporation which comes within one of the following
descriptions may elect by approval of the board to wind up and
dissolve:
(1) A corporation which has been the subject of an order for
relief in bankruptcy.
(2) A corporation which has disposed of all of its assets and has
not conducted any activity for a period of five years immediately
preceding the adoption of the resolution electing to dissolve the
corporation.
(3) A corporation which has no members.
(c) If a corporation comes within one of the descriptions in
subdivision (b) and if the number of directors then in office is less
than a quorum, it may elect to voluntarily wind up and dissolve by
any of the following:
(1) The unanimous consent of the directors then in office.
(2) The affirmative vote of a majority of the directors then in
office at a meeting held pursuant to waiver of notice by those
directors complying with subdivision (a) of Section 12351.
(3) The vote of a sole remaining director.
(d) If a corporation elects to voluntarily wind up and dissolve
pursuant to subdivision (c), references to the board in this chapter
and Chapter 17 (commencing with Section 12650) shall be deemed to be
to a board consisting solely of those directors or that sole director
and action by the board shall require at least the same consent or
vote as would be required under subdivision (c) for an election to
wind up and dissolve.

12631. (a) Whenever a corporation has elected to wind up and
dissolve a certificate evidencing that election shall forthwith be
filed.
(b) The certificate shall be an officers' certificate or shall be
signed and verified by at least a majority of the directors then in
office or by one or more members authorized to do so by approval of a
majority of all members (Section 12223) and shall set forth:
(1) That the corporation has elected to wind up and dissolve.
(2) If the election was made by the vote of members alone, the
number of votes for the election and that the election was made by
persons holding at least a majority of the voting power.
(3) If the certificate is executed by a member or members, that
the subscribing person or persons were authorized to execute the
certificate by persons representing at least a majority of the voting
power.
(4) If the election was made by the board pursuant to subdivision
(b) of Section 12630, the certificate shall also set forth the
circumstances showing the corporation to be within one of the
categories described in that subdivision.
(c) If an election to dissolve made pursuant to subdivision (a) of
Section 12630 is made by the vote of all the members of a
corporation with members or by all members of the board of a
corporation without members and a statement to that effect is added
to the certificate of dissolution pursuant to Section 12631, the
separate filing of the certificate of election pursuant to this
section is not required.

12632. (a) A voluntary election to wind up and dissolve may be
revoked prior to distribution of any assets: (1) if the election was
made pursuant to paragraph (1) of subdivision (a) of Section 12630,
by the approval of a majority of all members; (2) if the election was
made pursuant to paragraph (2) of subdivision (a) of Section 12630,
by approval of the board and approval of the members; or (3) if the
election was by the board pursuant to subdivision (b) of Section
12630, by approval of the board. Thereupon a certificate evidencing
the revocation shall be signed, verified and filed in the manner
prescribed by Section 12631.
(b) The certificate shall set forth:
(1) That the corporation has revoked its election to wind up and
dissolve.
(2) That no assets have been distributed pursuant to the election.
(3) If the revocation was made by the vote of members alone, the
number of votes for the revocation and that the revocation was made
by persons representing at least a majority of the voting power.
(4) If the revocation was made by the approval of the board and
the approval of the members, the certificate shall so state.
(5) If the revocation was made by the board alone, the certificate
shall so state.

12633. (a) Voluntary proceedings for winding up the corporation
commence upon the adoption of the resolution required by Section
12630 by the members or by the board, electing to wind up and
dissolve.
(b) When a voluntary proceeding for winding up has commenced, the
board shall continue to act as a board and shall have full powers to
wind up and settle its affairs, both before and after the filing of
the certificate of dissolution.
(c) When a voluntary proceeding for winding up has commenced, the
corporation shall cease to conduct its activities except to the
extent necessary for the beneficial winding up thereof, to the extent
necessary to carry out its purposes, and except during such period
as the board may deem necessary to preserve the corporation's
goodwill or going-concern value pending a sale or other disposition
of its assets, or both, in whole or in part. The board shall cause
written notice of the commencement of the proceeding for voluntary
winding up to be given by mail to all its members (except no notice
need be given to the members who voted in favor of winding up and
dissolving the corporation), to all known creditors, and claimants
whose addresses appear on the records of the corporation.

12634. If a corporation is in the process of voluntary winding up,
the superior court of the proper county, upon the petition of (a) the
corporation, or (b) a member or members possessing 5 percent or more
of the voting power, or (c) three or more creditors, and upon such
notice to the corporation and to other persons interested in the
corporation as members and creditors as the court may order, may take
jurisdiction over such voluntary winding up proceeding if that
appears necessary for the protection of any parties in interest. The
court, if it assumes jurisdiction, may make such orders as to any and
all matters concerning the winding up of the affairs of the
corporation and the protection of its members and creditors as
justice and equity may require. The provisions of Chapter 15
(commencing with Section 12620) (except Sections 12620 and 12621)
shall apply to such court proceedings.

12635. (a) When a corporation has been completely wound up without
court proceedings therefor, a majority of the directors then in
office shall sign and verify a certificate of dissolution stating:
(1) That the corporation has been completely wound up.
(2) That its known debts and liabilities have been actually paid,
or adequately provided for, or paid or adequately provided for as far
as its assets permitted, or that it has incurred no known debts or
liabilities, as the case may be. If there are known debts or
liabilities for payment of which adequate provision has been made,
the certificate shall state what provision has been made, setting
forth the name and address of the corporation, person or governmental
agency that has assumed or guaranteed the payment, or the name and
address of the depositary with which deposit has been made or such
other information as may be necessary to enable the creditor or other
person to whom payment is to be made to appear and claim payment of
the debt or liability.
(3) That its known assets have been distributed to the persons
entitled thereto or that it acquired no known assets, as the case may
be.
(4) That the corporation is dissolved.
(5) That a final franchise tax return, as described by Section
23332 of the Revenue and Taxation Code, has been or will be filed
with the Franchise Tax Board, as required under Part 10.2 (commencing
with Section 18401) of Division 2 of the Revenue and Taxation Code.
(b) The certificate of dissolution shall be filed and thereupon
the corporate existence shall cease, except for the purpose of
further winding up if needed. The Secretary of State shall notify the
Franchise Tax Board of the dissolution.

12636. Except as otherwise provided by law, if the term of
existence for which any corporation was organized expires without
renewal or extension thereof, the board shall terminate its
activities and wind up its affairs; and when the affairs of the
corporation have been wound up a majority of the directors shall
execute and file a certificate conforming to the requirements of
Section 12635.

12637. (a) The board, in lieu of filing the certificate of
dissolution, may petition the superior court of the proper county for
an order declaring the corporation duly wound up and dissolved. Such
petition shall be filed in the name of the corporation.
(b) Upon the filing of the petition, the court shall make an order
requiring all interested persons to show cause why an order shall
not be made declaring the corporation duly wound up and dissolved and
shall direct that the order be served by notice to all creditors,
claimants, and members in the same manner as the notice given under
subdivision (b) of Section 12627.
(c) Any person claiming to be interested as member, creditor, or
otherwise may appear in the proceeding at any time before the
expiration of 30 days from the completion of publication of the order
to show cause and contest the petition, and upon failure to appear
such person's claim shall be barred.
(d) Thereafter an order shall be entered and filed and have the
effect as prescribed in Sections 12628 and 12629.

12637. (a) A corporation in the process of winding up may dispose
of the known claims against it by following the procedure described
in this section.
(b) The written notice to known creditors and claimants required
by subdivision (c) of Section 12633 shall comply with all of the
following requirements:
(1) Describe any information that must be included in a claim.
(2) Provide a mailing address where a claim may be sent.
(3) State the deadline, which may not be fewer than 120 days from
the effective date of the written notice, by which the corporation
must receive the claim.
(4) State that the claim will be barred if not received by the
deadline.
(c) A claim against the corporation is barred if any of the
following occur:
(1) A claimant who has been given the written notice under
subdivision (b) does not deliver the claim to the corporation by the
deadline.
(2) A claimant whose claim was rejected by the corporation does
not commence a proceeding to enforce the claim within 90 days from
the effective date of the rejection notice.
(d) For purposes of this section "claim" does not include a
contingent liability or a claim based on an event occurring after the
effective date of dissolution.