California Corporations Code CHAPTER 17 - General Provisions Relating to Dissolution

• Section 12650.
  The powers and duties of the directors (or other persons appointed by the court pursuant to Section 12625) and officers after commencement of a dissolution...
• Section 12651.
  A vacancy on the board may be filled during a winding up proceeding in the manner provided in Section 12364.(Added by Stats. 1982, Ch. 1625,...
• Section 12652.
  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...
• Section 12653.
  (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,...
• Section 12654.
  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...
• Section 12655.
  After complying with the provisions of Section 12653 assets held by a corporation upon a valid condition requiring return, transfer, or conveyance, which condition has...
• Section 12656.
  After complying with the provisions of Section 12653 and except as otherwise provided in Section 12655, assets held by a corporation shall be disposed of...
• Section 12656.5.
  (a) After complying with the provisions of Section 12653, and except as otherwise provided in Section 12655, upon dissolution of a worker cooperative the majority of...
• Section 12657.
  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...
• Section 12658.
  (a) If a corporation in process of winding up has more than one class of memberships outstanding, a plan of distribution of the memberships, obligations, or...
• Section 12659.
  (a) If any members, creditors, or other persons are unknown or fail or refuse to accept their payment or distribution in cash or property or their...
• Section 12660.
  (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...
• Section 12661.
  (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,...
• Section 12662.
  (a) (1) Causes of action against a dissolved corporation, whether arising before or after the dissolution of the corporation, may be enforced against any of the following:(A) Against...
• Section 12663.
  Without the approval of 100 percent of the members, any contrary provision in this part or the articles or bylaws notwithstanding, so long as there...

Last modified: October 22, 2018