General Provisions of California Corporate Dissolution

The general provisions for corporate dissolution in California are found at Cal Corp Code §§ 2000-2011.

In any suit for involuntary dissolution, or in any proceeding for voluntary dissolution, the corporation or the holders of 50 percent or more of the voting power of the corporation may avoid the dissolution of the corporation and the appointment of any receiver by purchasing for cash the shares owned by the plaintiffs or by the shareholders so initiating the proceeding at their fair value.  The fair value shall be determined on the basis of the liquidation value as of the valuation date.  The election of the corporation to purchase may be made by the approval of the outstanding shares excluding shares held by the moving parties.

If the purchasing parties elect to purchase the shares owned by the moving parties, and are unable to agree with the moving parties upon the fair value of such shares, and give bond with sufficient security to pay the estimated reasonable expenses of the moving parties if such expenses are recoverable, the court upon application of the purchasing parties shall stay the winding up and dissolution proceeding and shall proceed to ascertain and fix the fair value of the shares owned by the moving parties.

The court shall appoint three disinterested appraisers to appraise the fair value of the shares owned by the moving parties, and shall make an order referring the matter to the appraisers so appointed for the purpose of ascertaining such value.  When confirmed by the court, the award of the appraisers or of a majority of them shall be final and conclusive upon all parties.  The court shall enter a decree which shall provide in the alternative for winding up and dissolution of the corporation, unless payment is made for the shares within the time specified by the decree.  If the purchasing parties do not make payment for the shares within the time specified, judgment shall be entered against them and the surety or sureties on the bond for the amount of the expenses of the moving parties.  If the purchasing parties desire to prevent the winding up and dissolution, they shall pay to the moving parties the value of their shares ascertained and decreed within the time specified pursuant to this section, or as fixed on appeal.  The moving parties shall transfer their shares to the purchasing parties on receiving such payment or the tender thereof.

The board shall distribute all the remaining corporate assets among the shareholders according to their respective rights and preferences or to the persons entitled thereto 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 distribution shall not be made until after the expiration of any period for the presentation of claims which has been prescribed by order of the court if the winding up is by court proceeding or subject to court supervision.

A corporation which is dissolved nevertheless continues to exist for the purpose of winding up its affairs.  Moreover, 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.  Any assets inadvertently or otherwise omitted from the winding up continue in the dissolved corporation for the benefit of the persons entitled thereto.


Inside General Provisions of California Corporate Dissolution