SECTIONS 6710-6721 - California Statutes

CORPORATIONS CODE

SECTION 6710-6721

6710. The powers and duties of the directors (or other persons
appointed by the court pursuant to Section 6515) and officers after
commencement of a dissolution proceeding include, but are not limited
to, the following acts in the name and on behalf of the corporation:
(a) To elect officers and to employ agents and attorneys to
liquidate or wind up its affairs.
(b) To continue the conduct of the affairs of the corporation
insofar as necessary for the disposal or winding up thereof.
(c) To carry out contracts and collect, pay, compromise and settle
debts and claims for or against the corporation.
(d) To defend suits brought against the corporation.
(e) To sue, in the name of the corporation, for all sums due or
owing to the corporation or to recover any of its property.
(f) To collect any amounts remaining unpaid on memberships or to
recover unlawful distributions.
(g) Subject to the provisions of Section 5142, to sell at public
or private sale, exchange, convey or otherwise dispose of all or any
part of the assets of the corporation for an amount deemed reasonable
by the board without compliance with the provisions of Section 5911,
and to execute bills of sale and deeds of conveyance in the name of
the corporation.
(h) In general, to make contracts and to do any and all things in
the name of the corporation which may be proper or convenient for the
purposes of winding up, settling and liquidating the affairs of the
corporation.

6711. A vacancy on the board may be filled during a winding up
proceeding in the manner provided in Section 5224.

6712. When the identity of the directors or their right to hold
office is in doubt, or if they are dead or unable to act, or they
fail or refuse to act or their whereabouts cannot be ascertained, any
interested person, including the Attorney General, may petition the
superior court of the proper county to determine the identity of the
directors or, if there are no directors, to appoint directors to wind
up the affairs of the corporation, after hearing upon such notice to
such persons as the court may direct.

6713. (a) After determining that all the known debts and
liabilities of a corporation in the process of winding up have been
paid or adequately provided for, the board shall distribute all the
remaining corporate assets in the manner provided in Sections 6715
and 6716.
(b) If the winding up is by court proceeding or subject to court
supervision, the distribution shall not be made until after the
expiration of any period for the presentation of claims that has been
prescribed by order of the court.
(c) Anything to the contrary notwithstanding, assets, if any,
which are not subject to attachment, execution or sale for the
corporation's debts and liabilities may be distributed pursuant to
Sections 6715 and 6716 even though all debts and liabilities have not
been paid or adequately provided for.

6714. The payment of a debt or liability, whether the whereabouts
of the creditor is known or unknown, has been adequately provided for
if the payment has been provided for by either of the following
means:
(a) Payment thereof has been assumed or guaranteed in good faith
by one or more financially responsible persons or by the United
States government or any agency thereof, and the provision (including
the financial responsibility of such persons) was determined in good
faith and with reasonable care by the board to be adequate at the
time of any distribution of the assets by the board pursuant to this
chapter.
(b) The amount of the debt or liability has been deposited as
provided in Section 6718.
This section does not prescribe the exclusive means of making
adequate provision for debts and liabilities.

6715. After complying with the provisions of Section 6713, assets
held by a corporation upon a valid condition requiring return,
transfer, or conveyance, which condition has occurred or will occur
by reason of the dissolution, shall be returned, transferred, or
conveyed in accordance with the condition.

6716. After complying with the provisions of Section 6713:
(a) Except as provided in Section 6715, all of a corporation's
assets shall be disposed of on dissolution in conformity with its
articles or bylaws subject to complying with the provisions of any
trust under which such assets are held.
(b) Except as provided in subdivision (c), the disposition
required in subdivision (a) shall be made by decree of the superior
court of the proper county in proceedings to which the Attorney
General is a party. The decree shall be made upon petition therefor
by the Attorney General or, upon 30 days' notice to the Attorney
General, by any person concerned in the dissolution.
(c) The disposition required in subdivision (a) may be made
without the decree of the superior court, subject to the rights of
persons concerned in the dissolution, if the Attorney General makes a
written waiver of objections to the disposition.

6717. Subject to the provisions of any trust under which assets to
be distributed are held, distribution may be made either in money or
in property or securities and either in installments from time to
time or as a whole, if this can be done fairly and ratably and in
conformity with the provisions of the articles and bylaws and shall
be made as soon as reasonably consistent with the beneficial
liquidation of the corporation's assets.

6718. (a) If any creditors or other persons are unknown or fail or
refuse to accept their payment or distribution in cash or property or
their whereabouts cannot be ascertained after diligent inquiry, or
the existence or amount of a claim of a creditor or other person is
contingent, contested, or not determined, the corporation may deposit
any such payment, distribution, or the maximum amount of the claim
with the Controller in trust for the benefit of those lawfully
entitled to the payment, distribution, or the amount of the claim.
The payment or distribution shall be paid over by the depositary to
the lawful owners, their representatives or assigns, upon
satisfactory proof of title.
(b) For the purpose of providing for the transmittal, receipt,
accounting for, claiming, management, and investment of all money or
other property deposited with the Controller under subdivision (a),
the money or other property shall be deemed to be paid or delivered
for deposit with the Controller under Chapter 7 (commencing with
Section 1500) of Title 10 of Part 3 of the Code of Civil Procedure,
and may be recovered in the manner prescribed in that chapter.

6719. (a) Whenever in the process of winding up a corporation any
distribution of assets has been made, otherwise than under an order
of court, without prior payment or adequate provision for payment of
any of the debts and liabilities of the corporation, any amount so
improperly distributed to any person may be recovered by the
corporation. Any of such persons may be joined as defendants in the
same action or be brought in on the motion of any other defendant.
(b) Suit may be brought in the name of the corporation to enforce
the liability under subdivision (a) against any or all persons
receiving the distribution by the Attorney General or by any one or
more creditors of the corporation, whether or not they have reduced
their claims to judgment.
(c) As used in this section, "process of winding up" includes
proceedings under Chapters 15 (commencing with Section 6510) and 16
(commencing with Section 6610) and also any other distribution of
assets to persons made in contemplation of termination or abandonment
of the corporate business.

6720. (a) A corporation which is dissolved nevertheless continues
to exist for the purpose of winding up its affairs, prosecuting and
defending actions by or against it and enabling it to collect and
discharge obligations, dispose of and convey its property and collect
and divide its assets, but not for the purpose of continuing its
activities except so far as necessary for the winding up thereof.
(b) No action or proceeding to which a corporation is a party
abates by the dissolution of the corporation or by reason of
proceedings for winding up and dissolution thereof.
(c) Any assets inadvertently or otherwise omitted from the winding
up continue in the dissolved corporation for the benefit of the
persons entitled thereto upon dissolution of the corporation and on
realization shall be distributed accordingly.

6721. (a) In all cases where a corporation has been dissolved, any
person to whom assets were distributed upon dissolution may be sued
in the corporate name upon any cause of action against the
corporation arising prior to its dissolution. Notice of such action
shall be given to the Attorney General who may intervene. This
section is procedural in nature and is not intended to determine
liability.
(b) Summons or other process against such a corporation may be
served by delivering a copy thereof to an officer, director or person
having charge of its assets or, if no such person can be found, to
any agent upon whom process might be served at the time of
dissolution. If none of such persons can be found with due diligence
and it is so shown by affidavit to the satisfaction of the court,
then the court may make an order that summons or other process be
served upon the dissolved corporation by personally delivering a copy
thereof, together with a copy of the order, to the Secretary of
State or an assistant or deputy secretary of state. Service in this
manner is deemed complete on the 10th day after the delivery of
process to the Secretary of State. A copy of any summons or other
process shall be served on the Attorney General.
(c) Every such corporation shall survive and continue to exist
indefinitely for the purpose of being sued in any quiet title action.
Any judgment rendered in any such action shall bind each and every
person having an interest in such corporation, to the extent of their
interest therein, and such action shall have the same force and
effect as an action brought under the provisions of Sections 410.50
and 410.60 of the Code of Civil Procedure. Service of summons or
other process in any such action may be made as provided in Chapter 4
(commencing with Section 413.10) of Title 5 of Part 2 of the Code of
Civil Procedure or as provided in subdivision (b).
(d) Upon receipt of such process and the fee therefor, the
Secretary of State forthwith shall give notice to the corporation as
provided in Section 1702.