2011 California Code
Corporations Code
TITLE 1. CORPORATIONS [100 - 14551]
CHAPTER 16. Voluntary Dissolution
Section 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.
(Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
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