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Corporations Code - CORP - CORP § 8331
Corporations Code - CORP - CORP § 8331
(a) Where the corporation, in good faith, and with a substantial basis, believes that the membership list, demanded under Section 8330 by the authorized number (Section 5036), will be used for a purpose not reasonably related to the interests as members of the person or persons m
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Corporations Code - CORP - CORP § 8332
Corporations Code - CORP - CORP § 8332
(a) Upon petition of the corporation or any member, the superior court of the proper county may limit or restrict the rights set forth in Section 8330 where, and only where, such limitation or restriction is necessary to protect the rights of any member under the Constitution of
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Corporations Code - CORP - CORP § 8333
Corporations Code - CORP - CORP § 8333
The accounting books and records and minutes of proceedings of the members and the board and committees of the board shall be open to inspection upon the written demand on the corporation of any member at any reasonable time, for a purpose reasonably related to such person’s inte
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Corporations Code - CORP - CORP § 8334
Corporations Code - CORP - CORP § 8334
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 § 8335
Corporations Code - CORP - CORP § 8335
Where the proper purpose of the person or persons making a demand pursuant to Section 8330 is frustrated by (1) any delay by the corporation in complying with a demand under Section 8330 beyond the time limits specified therein, or (2) any delay caused by the filing of a petition
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Corporations Code - CORP - CORP § 8336
Corporations Code - CORP - CORP § 8336
(a) Upon refusal of a lawful demand for inspection under this chapter, or a lawful demand pursuant to Section 8330 or Section 8333, 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 inspectio
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Corporations Code - CORP - CORP § 8337
Corporations Code - CORP - CORP § 8337
In any action or proceeding under this article, and except as required by Section 8331, 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 r
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Corporations Code - CORP - CORP § 8338
Corporations Code - CORP - CORP § 8338
(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 § 8410
Corporations Code - CORP - CORP § 8410
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 § 8510
Corporations Code - CORP - CORP § 8510
(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 § 8511
Corporations Code - CORP - CORP § 8511
(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 § 8512
Corporations Code - CORP - CORP § 8512
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 8510, the court may appoint a provisional director. The provisions of subdivision (d) of Section 7225 apply to any
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Corporations Code - CORP - CORP § 8513
Corporations Code - CORP - CORP § 8513
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 § 8514
Corporations Code - CORP - CORP § 8514
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 § 8515
Corporations Code - CORP - CORP § 8515
(a) Involuntary proceedings for winding up a corporation commence when the order for winding up is entered under Section 8514. (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 § 8516
Corporations Code - CORP - CORP § 8516
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 § 8517
Corporations Code - CORP - CORP § 8517
(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 § 8518
Corporations Code - CORP - CORP § 8518
(a) Upon the final settlement of the accounts of the directors or other persons appointed pursuant to Section 8515 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 § 8519
Corporations Code - CORP - CORP § 8519
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 § 8610
Corporations Code - CORP - CORP § 8610
(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
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Corporations Code - CORP - CORP § 8610.5
Corporations Code - CORP - CORP § 8610.5
(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 § 8611
Corporations Code - CORP - CORP § 8611
(a) Whenever a corporation has elected to wind up and dissolve a certificate evidencing that election shall forthwith be filed. A copy of that certificate shall be filed with the Attorney General if the corporation holds assets in charitable trust or has a charitable dissolution
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Corporations Code - CORP - CORP § 8612
Corporations Code - CORP - CORP § 8612
(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 subdivision (a) of Section 8610, by the vote of members representing a majority of the voting power; or (2) if the election was by the boa
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Corporations Code - CORP - CORP § 8613
Corporations Code - CORP - CORP § 8613
(a) Voluntary proceedings for winding up the corporation commence upon the adoption of the resolution required by Section 8610 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 § 8614
Corporations Code - CORP - CORP § 8614
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) in the case of a corporation holding assets in charitable trust, the Attorney General