2009 California Corporations Code - Section 6610-6618 :: Chapter 16. Voluntary Dissolution

6610.  (a) Any corporation may elect voluntarily to wind up and
dissolve (1) by approval of a majority of all members (Section 5033)
or (2) by approval of the board and approval of the members (Section
5034).
   (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.
   (4) A corporation which is required to dissolve under provisions
of its articles adopted pursuant to subparagraph (A) of paragraph (2)
of subdivision (a), of Section 5132.
   (c) If a corporation comes within one of the descriptions in
subdivision (b) and the number of directors then in office is less
than a quorum, the corporation 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 5211.
   (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 6710) 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.

6611.  (a) Whenever a corporation has elected to wind up and
dissolve a certificate evidencing that election shall forthwith be
filed and a copy thereof filed with the Attorney General.
   (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 5033) 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 a
majority of all members (Section 5033).
   (3) If the election was made by the board and members pursuant to
paragraph (2) of subdivision (a) of Section 6610, the certificate
shall state that it was made by the board and the members in
accordance with Section 5034.
   (4) If the certificate is executed by a member or members, that
the subscribing person or persons were authorized to execute the
certificate by a majority of all members (Section 5033).
   (5) If the election was made by the board pursuant to subdivision
(b) of Section 6610, 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 6610 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 6611, the separate filing of the
certificate of election pursuant to this section is not required.

6612.  (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 6610, by
the vote of a majority of all members (Section 5033); or (2) if the
election was made pursuant to paragraph (2) of subdivision (a) of
Section 6610, by the approval of the board and the members (Section
5034); or (3) if the election was by the board pursuant to
subdivision (b) of Section 6610, by approval of the board. Thereupon
a certificate evidencing the revocation shall be signed, verified and
filed in the manner prescribed by Section 6611 and a copy thereof
filed with the Attorney General.
   (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 a majority of all members (Section 5033).
   (4) If the revocation was made by the board and members pursuant
to paragraph (2) of subdivision (a) of Section 6612, the certificate
shall so state.
   (5) If the revocation was made by the board alone, the certificate
shall so state.

6613.  (a) Voluntary proceedings for winding up the corporation
commence upon the adoption of the resolution required by Section 6610
by the members, by the board and members, or by the board alone,
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, and to the
Attorney General.

6614.  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) the authorized number (Section 5036), or (c) the
Attorney General, or (d) 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 or if
it appears necessary to protect the purpose or purposes served by
the corporation. 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 creditors, its
assets and its purpose or purposes as justice and equity may require.
The provisions of Chapter 15 (commencing with Section 6510) (except
Sections 6510 and 6511) shall apply to such court proceedings.

6615.  (a) When a corporation has been completely wound up without
court proceedings, 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 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 the corporation is dissolved.
   (4) 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) One of the following documents issued by the Attorney General
shall be attached to the certificate of dissolution:
   (1) A written waiver of objections to the distribution of the
corporation's assets pursuant to subdivision (c) of Section 6716.
   (2) A written confirmation that the corporation has no assets.
   (c) The certificate of dissolution and attachment described in
subdivision (b) shall be filed with the Secretary of State who shall
not accept a certificate of dissolution for filing without this
attachment. The corporate existence shall cease upon the acceptance
of the filing of the certificate of dissolution and attachment by the
Secretary of State, except for the purpose of further winding up if
needed. The Secretary of State shall notify the Franchise Tax Board
of the dissolution.

6616.  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 6615.

6617.  (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 persons, including the Attorney General, interested 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 6517. Notice
shall be served upon the Attorney General.
   (c) Any person claiming to be interested as 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 6518 and 6519.

6618.  (a) A corporation in the process of voluntary 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 6613 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.