Voluntary dissolution of a corporation in California is governed by Cal Corp Code §§ 1900-1907.
Any corporation may elect voluntarily to wind up and dissolve by the vote of shareholders holding shares representing 50 percent or more of the voting power if:
- An order for relief has been entered under Chapter 7 of the federal bankruptcy law.
- The corporation has disposed of all of its assets and has not conducted any business for a period of five years immediately preceding the adoption of the resolution electing to dissolve the corporation.
- The corporation has issued no shares.
Whenever a corporation has elected to wind up and dissolve, a certificate evidencing such election shall forthwith be filed. The certificate shall be an officers’ certificate or shall be signed and verified by at least a majority of the directors or by one or more shareholders authorized to do so. Voluntary proceedings for winding up the corporation commence upon the adoption of the resolution of shareholders or directors of the corporation electing to wind up and dissolve, or upon the filing with the corporation of a written consent of shareholders thereto. 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. The corporation shall cease to carry on business except to the extent necessary for the beneficial winding up. The board shall cause written notice of the commencement of the proceeding for voluntary winding up to be given by mail to all shareholders and to all known creditors and claimants. However, it is not necessary to give notice to the shareholders who voted in favor of winding up and dissolving the corporation.
The board shall terminate its business and wind up its affairs if the term of existence for which any corporation was organized expires without renewal or extension thereof. A majority of the directors shall execute and file a certificate conforming to the requirements of Section 1905, when the business and affairs of the corporation have been wound up.