Cal. Corp. Code § 12637
Voluntary Dissolution
Redline — January 1, 2011 → current.View current text →
Current — January 1, 2015
As of January 1, 2011
(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 following requirements:
(1) Describe any information that must be included in a claim.
(2) Provide a mailing address where a claim may be sent.
(3) State the deadline, which may not be fewer than 120 days from the effective date of the written notice, by which the corporation must receive the claim.
(4) State that the claim will be barred if not received by the deadline.
(c) A claim against the corporation is barred if any of the following occur:
(1) A claimant who has been given the written notice under subdivision (b) does not deliver the claim to the corporation by the deadline.
(2) A claimant whose claim was rejected by the corporation does not commence a proceeding to enforce the claim within 90 days from the effective date of the rejection notice.
(d) For purposes of this section “claim” does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution.
(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 petition, the court shall make an order requiring all interested persons to show cause why an order shall not be made declaring the corporation duly wound up and dissolved and shall direct that the order be served by notice to all creditors, claimants, and members in the same manner as the notice given under subdivision (b) of Section 12627.
(c) Any person claiming to be interested as member, creditor, or otherwise may appear in the proceeding at any time before the expiration of 30 days from the completion of publication of the order to show cause and contest the petition, and upon failure to appear such person’s claim shall be barred.
(d) Thereafter an order shall be entered and filed and have the effect as prescribed in Sections 12628 and 12629.
Official source: California Legislative Information. Reproduced from public-domain California statutes; confirm against the official source for the current text. Not legal advice.