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Corporations Code - CORP - CORP § 8615
Corporations Code - CORP - CORP § 8615
(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 § 8616
Corporations Code - CORP - CORP § 8616
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 § 8617
Corporations Code - CORP - CORP § 8617
(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 § 8618
Corporations Code - CORP - CORP § 8618
(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 8613 shall comply with all of t
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Corporations Code - CORP - CORP § 8710
Corporations Code - CORP - CORP § 8710
The powers and duties of the directors (or other persons appointed by the court pursuant to Section 8515) 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 § 8711
Corporations Code - CORP - CORP § 8711
A vacancy on the board may be filled during a winding up proceeding in the manner provided in Section 7224.
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Corporations Code - CORP - CORP § 8712
Corporations Code - CORP - CORP § 8712
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 in the case of corporations holding
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Corporations Code - CORP - CORP § 8713
Corporations Code - CORP - CORP § 8713
(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 8715 to 8717, inclusive. (b) If
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Corporations Code - CORP - CORP § 8714
Corporations Code - CORP - CORP § 8714
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
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Corporations Code - CORP - CORP § 8715
Corporations Code - CORP - CORP § 8715
After complying with the provisions of Section 8713, 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.
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Corporations Code - CORP - CORP § 8716
Corporations Code - CORP - CORP § 8716
After complying with the provisions of Section 8713: (a) Except as provided in Section 8715 those assets held by a corporation in a charitable trust shall be disposed of on dissolution in conformity with its articles or bylaws subject to complying with the provisions of any trust
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Corporations Code - CORP - CORP § 8717
Corporations Code - CORP - CORP § 8717
After complying with the provisions of Section 8713 and except as otherwise provided in Sections 8715 and 8716, 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 dispos
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Corporations Code - CORP - CORP § 8718
Corporations Code - CORP - CORP § 8718
Subject to the provisions of any trust under which assets to be distributed are held, 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 th
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Corporations Code - CORP - CORP § 8719
Corporations Code - CORP - CORP § 8719
(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 liq
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Corporations Code - CORP - CORP § 8720
Corporations Code - CORP - CORP § 8720
(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 person
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Corporations Code - CORP - CORP § 8721
Corporations Code - CORP - CORP § 8721
(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
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Corporations Code - CORP - CORP § 8722
Corporations Code - CORP - CORP § 8722
(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 a
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Corporations Code - CORP - CORP § 8723
Corporations Code - CORP - CORP § 8723
(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
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Corporations Code - CORP - CORP § 8724
Corporations Code - CORP - CORP § 8724
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 develo
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Corporations Code - CORP - CORP § 8810
Corporations Code - CORP - CORP § 8810
(a) Upon the failure of a corporation to file the statement required by Section 8210, the Secretary of State shall provide a notice of such delinquency to the corporation. The notice shall also contain information concerning the application of this section, and advise the corpora
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Corporations Code - CORP - CORP § 8811
Corporations Code - CORP - CORP § 8811
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
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Corporations Code - CORP - CORP § 8812
Corporations Code - CORP - CORP § 8812
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
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Corporations Code - CORP - CORP § 8813
Corporations Code - CORP - CORP § 8813
(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
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Corporations Code - CORP - CORP § 8814
Corporations Code - CORP - CORP § 8814
(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
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Corporations Code - CORP - CORP § 8815
Corporations Code - CORP - CORP § 8815
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 exami