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Corporations Code - CORP - CORP § 12650

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 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 proceeding include, but are not limited to, the following acts in the name and on behalf of the corporation: (a) To elect of

Corporations Code - CORP - CORP § 12651

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 12651

A vacancy on the board may be filled during a winding up proceeding in the manner provided in Section 12364.

Corporations Code - CORP - CORP § 12652

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 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 they fail or refuse to act or their whereabouts cannot be ascertained, any interested person may petition the superior court of the proper county to determine th

Corporations Code - CORP - CORP § 12653

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 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, the board shall distribute all the remaining corporate assets in the manner provided in Sections 12655, 12656, and 12656.5. (b)

Corporations Code - CORP - CORP § 12654

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 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 has been provided for by either of the following means: (a) Payment thereof has been assumed or guaranteed in good faith by one or more

Corporations Code - CORP - CORP § 12655

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 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 occurred or will occur, shall be returned, transferred, or conveyed in accordance with the condition.

Corporations Code - CORP - CORP § 12656

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 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 on dissolution as follows: (a) If the articles or bylaws provide the manner of disposition, the assets shall be disposed of in

Corporations Code - CORP - CORP § 12656.5

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 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 the unallocated capital account shall be distributed to members on the basis of any of the following, as specified

Corporations Code - CORP - CORP § 12657

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 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 this can be done fairly and ratably and in conformity with the provisions of the articles and bylaws and shall be made as soon as reasonably consis

Corporations Code - CORP - CORP § 12658

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 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 securities of any other corporation, domestic or foreign, or assets other than money which is not in accordance with the li

Corporations Code - CORP - CORP § 12659

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 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 whereabouts cannot be ascertained after diligent inquiry, or the existence or amount of a claim of a creditor, member, or other perso

Corporations Code - CORP - CORP § 12660

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 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 payment or adequate provision for payment of any of the debts and liabilities of the corporation, any amount so improperly distr

Corporations Code - CORP - CORP § 12661

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 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, and enabling it to collect and discharge obligations, dispose of and convey its property and collect, and divide its

Corporations Code - CORP - CORP § 12662

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 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 the dissolved corporation, to the extent of its undistributed assets; including, without limitat

Corporations Code - CORP - CORP § 12663

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 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 is any lot, parcel, area, apartment or unit for which an owners’ association, created in connection with any of the forms of develop

Corporations Code - CORP - CORP § 12670

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 12670

(a) Upon the failure of a corporation to file the statement required by Section 12570, the Secretary of State shall provide a notice of that delinquency to the corporation. The notice shall also contain information concerning the application of this section, and shall advise the

Corporations Code - CORP - CORP § 12671

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 12671

Any promoter, director, or officer of a corporation who knowingly and willfully issues or consents to the issuance of memberships or membership certificates with intent to defraud present or future members or creditors is guilty of a misdemeanor punishable by a fine of not more t

Corporations Code - CORP - CORP § 12672

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 12672

Any director of any corporation who concurs in any vote or act of the directors of the corporation or any of them, knowingly and with dishonest or fraudulent purpose, to make any distribution of assets, except in the case and in the manner allowed by this part, either with the de

Corporations Code - CORP - CORP § 12673

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 12673

(a) Every director or officer of any corporation is guilty of a crime if such director or officer knowingly concurs in making or publishing, either generally or privately, to members or other persons (1) any materially false report or statement as to the financial condition of th

Corporations Code - CORP - CORP § 12674

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 12674

(a) Every director, officer or agent of any corporation, who knowingly receives or acquires possession of any property of the corporation, otherwise than in payment of a just demand, and, with intent to defraud, omits to make, or to cause or direct to be made, a full and true ent

Corporations Code - CORP - CORP § 12675

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 12675

Every director, officer or agent of any corporation, or any person proposing to organize such a corporation who knowingly exhibits any false, forged, or altered book, paper, voucher, security, or other instrument of evidence to any public officer or board authorized by law to exa

Corporations Code - CORP - CORP § 12676

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 12676

Every person who, without being authorized so to do, subscribes the name of another to or inserts the name of another in any prospectus, circular or other advertisement or announcement of any corporation, whether existing or intended to be formed, with intent to permit the docume

Corporations Code - CORP - CORP § 12677

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 12677

Nothing in this chapter limits the power of the state to punish any person for any conduct which constitutes a crime under any other statute.

Corporations Code - CORP - CORP § 12678

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 12678

Any person may be enjoined from violating the provisions of Section 12311. Any corporation may be enjoined from carrying on business outside of the purpose for which it was formed.

Corporations Code - CORP - CORP § 12679

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 12679

Any person violating Section 12311, and any corporation carrying on business outside the purpose for which it was formed, is guilty of a misdemeanor punishable by a fine of five hundred dollars ($500), or by imprisonment for not more than one year, or by both such fine and impris