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Corporations Code - CORP - CORP § 12604
Corporations Code - CORP - CORP § 12604
Every director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the corporation of which such person is a director.
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Corporations Code - CORP - CORP § 12605
Corporations Code - CORP - CORP § 12605
Where the proper purpose of the person or persons making a demand pursuant to Section 12600 is frustrated by (a) any delay by the corporation in complying with a demand under Section 12600 beyond the time limits specified therein, or (b) any delay caused by the filing of a petiti
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Corporations Code - CORP - CORP § 12606
Corporations Code - CORP - CORP § 12606
(a) Upon refusal of a lawful demand for inspection under this chapter, or a lawful demand pursuant to Section 12600 or Section 12603, the superior court of the proper county, or the county where the books or records in question are kept, may enforce the demand or right of inspect
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Corporations Code - CORP - CORP § 12607
Corporations Code - CORP - CORP § 12607
In any action or proceeding under this article, and except as required by Section 12601, if the court finds the failure of the corporation to comply with a proper demand thereunder was without justification, the court may award the member reasonable costs and expenses, including
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Corporations Code - CORP - CORP § 12608
Corporations Code - CORP - CORP § 12608
(a) A membership list is a corporate asset. Without consent of the board a membership list or any part thereof may not be obtained or used by any person for any purpose not reasonably related to a member’s interest as a member. Without limiting the generality of the foregoing, wi
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Corporations Code - CORP - CORP § 12610
Corporations Code - CORP - CORP § 12610
Service of process upon a corporation shall be governed by Chapter 17 (commencing with Section 1700) of Division 1 of Title 1.
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Corporations Code - CORP - CORP § 12620
Corporations Code - CORP - CORP § 12620
(a) A complaint for involuntary dissolution of a corporation on any one or more of the grounds specified in subdivision (b) may be filed in the superior court of the proper county by any of the following persons: (1) One-half or more of the directors in office. (2) A person or pe
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Corporations Code - CORP - CORP § 12621
Corporations Code - CORP - CORP § 12621
(a) The Attorney General may bring an action against any corporation or purported corporation in the name of the people of this state, upon the Attorney General’s own information or upon complaint of a private party, to procure a judgment dissolving the corporation and annulling,
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Corporations Code - CORP - CORP § 12622
Corporations Code - CORP - CORP § 12622
If the ground for the complaint for involuntary dissolution of the corporation is a deadlock in the board as set forth in paragraph (2) of subdivision (b) of Section 12620 the court may appoint a provisional director. The provisions of subdivision (d) of Section 12365 apply to an
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Corporations Code - CORP - CORP § 12623
Corporations Code - CORP - CORP § 12623
If, at the time of the filing of a complaint for involuntary dissolution or at any time thereafter, the court has reasonable grounds to believe that unless a receiver of the corporation is appointed the interests of the corporation or its members will suffer pending the hearing a
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Corporations Code - CORP - CORP § 12624
Corporations Code - CORP - CORP § 12624
After hearing the court may decree a winding up and dissolution of the corporation if cause therefor is shown or, with or without winding up and dissolution, may make such orders and decrees and issue such injunctions in the case as justice and equity require.
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Corporations Code - CORP - CORP § 12625
Corporations Code - CORP - CORP § 12625
(a) Involuntary proceedings for winding up a corporation commence when the order for winding up is entered under Section 12624. (b) When an involuntary proceeding for winding up has commenced, the board shall conduct the winding up of the affairs of the corporation, subject to th
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Corporations Code - CORP - CORP § 12626
Corporations Code - CORP - CORP § 12626
When an involuntary proceeding for winding up has been commenced, the jurisdiction of the court includes: (a) The requirement of the proof of all claims and demands against the corporation, whether due or not yet due, contingent, unliquidated, or sounding only in damages, and the
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Corporations Code - CORP - CORP § 12627
Corporations Code - CORP - CORP § 12627
(a) All creditors and claimants may be barred from participation in any distribution of the general assets if they fail to make and present claims and proofs within such time as the court may direct, which shall not be less than four nor more than six months after the first publi
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Corporations Code - CORP - CORP § 12628
Corporations Code - CORP - CORP § 12628
(a) Upon the final settlement of the accounts of the directors or other persons appointed pursuant to Section 12625 and the determination that the corporation’s affairs are in condition for it to be dissolved, the court may make an order declaring the corporation duly wound up an
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Corporations Code - CORP - CORP § 12629
Corporations Code - CORP - CORP § 12629
Whenever a corporation is dissolved or its existence forfeited by order, decree, or judgment of a court, a copy of the order, decree or judgment, certified by the clerk of court, shall forthwith be filed. The Secretary of State shall notify the Franchise Tax Board of the dissolut
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Corporations Code - CORP - CORP § 12630
Corporations Code - CORP - CORP § 12630
(a) Any corporation may elect voluntarily to wind up and dissolve (1) by approval of a majority of all members (Section 12223) or (2) by approval of the board and approval of the members (Section 12224). (b) Any corporation which comes within one of the following descriptions may
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Corporations Code - CORP - CORP § 12631
Corporations Code - CORP - CORP § 12631
(a) Whenever a corporation has elected to wind up and dissolve a certificate evidencing that election shall forthwith be filed. (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 o
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Corporations Code - CORP - CORP § 12632
Corporations Code - CORP - CORP § 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
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Corporations Code - CORP - CORP § 12633
Corporations Code - CORP - CORP § 12633
(a) Voluntary proceedings for winding up the corporation commence upon the adoption of the resolution required by Section 12630 by the members or by the board, electing to wind up and dissolve. (b) When a voluntary proceeding for winding up has commenced, the board shall continue
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Corporations Code - CORP - CORP § 12634
Corporations Code - CORP - CORP § 12634
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) a member or members possessing 5 percent or more of the voting power, or (c) three or more creditors, and upon such notice to the
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Corporations Code - CORP - CORP § 12635
Corporations Code - CORP - CORP § 12635
(a) When a corporation has been completely wound up without court proceedings therefor, 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 liabi
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Corporations Code - CORP - CORP § 12636
Corporations Code - CORP - CORP § 12636
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 major
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Corporations Code - CORP - CORP § 12637
Corporations Code - CORP - CORP § 12637
(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 petiti
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Corporations Code - CORP - CORP § 12638
Corporations Code - CORP - CORP § 12638
(a) A corporation in the process of 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 12633 shall comply with all of the follow