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Corporations Code - CORP - CORP § 6338
Corporations Code - CORP - CORP § 6338
(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 § 6410
Corporations Code - CORP - CORP § 6410
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 § 6510
Corporations Code - CORP - CORP § 6510
(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 § 6511
Corporations Code - CORP - CORP § 6511
(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 § 6512
Corporations Code - CORP - CORP § 6512
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 6510, the court may appoint a provisional director. The provisions of subdivision (e) of Section 5225 apply to any
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Corporations Code - CORP - CORP § 6513
Corporations Code - CORP - CORP § 6513
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 the public or charitable purpose of the corpo
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Corporations Code - CORP - CORP § 6514
Corporations Code - CORP - CORP § 6514
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 § 6515
Corporations Code - CORP - CORP § 6515
(a) Involuntary proceedings for winding up a corporation commence when the order for winding up is entered under Section 6514. (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 the
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Corporations Code - CORP - CORP § 6516
Corporations Code - CORP - CORP § 6516
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 § 6517
Corporations Code - CORP - CORP § 6517
(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 § 6518
Corporations Code - CORP - CORP § 6518
(a) Upon the final settlement of the accounts of the directors or other persons appointed pursuant to Section 6515 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 and
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Corporations Code - CORP - CORP § 6519
Corporations Code - CORP - CORP § 6519
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 dissoluti
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Corporations Code - CORP - CORP § 6610
Corporations Code - CORP - CORP § 6610
(a) Any corporation may elect voluntarily to wind up and dissolve (1) by approval of a majority of all members (Section 5033) or (2) by approval of the board and approval of the members (Section 5034). (b) Any corporation which comes within one of the following descriptions may e
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Corporations Code - CORP - CORP § 6610.5
Corporations Code - CORP - CORP § 6610.5
(a) Notwithstanding any other provision of this division, when a corporation has not issued any memberships, a majority of the directors, or, if no directors have been named in the articles or have been elected, the incorporator or a majority of the incorporators, may sign and ve
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Corporations Code - CORP - CORP § 6611
Corporations Code - CORP - CORP § 6611
(a) Whenever a corporation has elected to wind up and dissolve a certificate evidencing that election shall forthwith be filed and a copy thereof filed with the Attorney General. (b) The certificate shall be an officers’ certificate or shall be signed and verified by at least a m
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Corporations Code - CORP - CORP § 6612
Corporations Code - CORP - CORP § 6612
(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 6610, by the vote of a majority of all members (Section 5033); or (2) if the election was made
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Corporations Code - CORP - CORP § 6613
Corporations Code - CORP - CORP § 6613
(a) Voluntary proceedings for winding up the corporation commence upon the adoption of the resolution required by Section 6610 by the members, by the board and members, or by the board alone, electing to wind up and dissolve. (b) When a voluntary proceeding for winding up has com
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Corporations Code - CORP - CORP § 6614
Corporations Code - CORP - CORP § 6614
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) the authorized number (Section 5036), or (c) the Attorney General, or (d) three or more creditors, and upon such notice to the cor
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Corporations Code - CORP - CORP § 6615
Corporations Code - CORP - CORP § 6615
(a) When a corporation has been completely wound up without court proceedings, 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 liabilities ha
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Corporations Code - CORP - CORP § 6616
Corporations Code - CORP - CORP § 6616
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 § 6617
Corporations Code - CORP - CORP § 6617
(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 § 6618
Corporations Code - CORP - CORP § 6618
(a) A corporation in the process of voluntary 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 6613 shall comply with all of t
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Corporations Code - CORP - CORP § 6710
Corporations Code - CORP - CORP § 6710
The powers and duties of the directors (or other persons appointed by the court pursuant to Section 6515) 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 off
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Corporations Code - CORP - CORP § 6711
Corporations Code - CORP - CORP § 6711
A vacancy on the board may be filled during a winding up proceeding in the manner provided in Section 5224.
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Corporations Code - CORP - CORP § 6712
Corporations Code - CORP - CORP § 6712
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, including the Attorney General, may petition the superior court of