News & Analysis as of

California Corporate Dissolution

Allen Matkins

How Does One Serve A Dissolved Corporation?

Allen Matkins on

The California General Corporation Law provides that a California corporation that is dissolved continues to exist for the purpose of, among other things, defending actions against it.  Cal. Corp. Code § 2010(a).  This, of...more

Allen Matkins

California Secretary of State Amends Certificate of Cancellation Form, But Is The Change Lawful?

Allen Matkins on

Last summer, I noted that the California Secretary of State's form of certificate of cancellation for limited partnerships required the statement that upon filing a certificate of cancellation, a limited partnership's powers,...more

Patton Sullivan Brodehl LLP

No Prejudgment Interest on Statutory Corporate Share Buyout

Most forms of California business entities have statutory buyout procedures allowing the company or its owners to avoid claims by a disgruntled owner for judicial dissolution by purchasing the disgruntled owner’s interest....more

Allen Matkins

Alleged Corporate Murder Merits A Jury Trial

Allen Matkins on

The California Constitution declares that trial by jury is an "inviolate right" that "shall be secured to all".  Cal. Const. Art. I, §16.  Despite this expansive language, this right in the civil context is generally limited...more

Allen Matkins

Court Finds No Right To Prejudgment Interest In Buy-Out Of Shares

Allen Matkins on

Section 1800 of the California Corporations Code authorizes specified persons to file a complaint for involuntary dissolution of the corporation based on specified grounds.   Section 2000 provides an "escape hatch" by which...more

Allen Matkins

A Vice Chancellor Strives To Untangle California's Limited Partnership Dissolution Statutes

Allen Matkins on

The California Corporations Code governs the birth and death of a wide variety of entities, including corporations, limited partnerships, and limited liability companies.  The provisions relating to each of these types of...more

Allen Matkins

Why A Dissolved Corporation May Sue While A Suspended Corporation May Not

Allen Matkins on

Under the California General Corporation Law a corporation which is dissolved nevertheless continues to exist for the purpose, among others, of prosecuting actions.  Cal. Corp. Code § 2010(a).   Further, no action to which a...more

Allen Matkins

What Is A "Known Liability" And Why Does It Matter?

Allen Matkins on

My last several posts have for the most part concerned the liability of shareholders when a corporation voluntarily or involuntarily dissolves.  Directors may also face liability under Section 316(a)(2) of the Corporations...more

Allen Matkins

Actions Against Shareholders Of Dissolved Corporations (Part III)

Allen Matkins on

Today's post follows up on two prior posts addressing actions by creditors of dissolved corporations.  This post discusses the non-applicability of Chapter 5 of the California General Corporation Law to proceedings for...more

Allen Matkins

Recovering Improper Distributions From Shareholders When Winding Up The Corporation

Allen Matkins on

Yesterday's  post observed that Chapter 5 of the California General Corporation Law does not apply to proceedings for winding up and dissolution of a California corporation under either Chapter 18 (involuntary dissolutions)...more

Allen Matkins

Dissolution And Limitations On Distributions To Shareholders

Allen Matkins on

Chapter 5 of the California General Corporation Law imposes specific limitations on distributions to shareholders, as defined in Section 166.  When a corporation is wound up and dissolved, whether the dissolution is...more

Allen Matkins

What Is So Special About A "Special Proceeding"?

Allen Matkins on

Several provisions of the California General Corporation Law provide for "special proceedings" in the Superior Court.  One such provision is Section 1800 which allows certain persons to bring an action for the involuntary...more

Allen Matkins

How To Erase A Business Entity's Cancellation

Allen Matkins on

Sometimes people get confused and will file a certificate of cancellation or dissolution with the California Secretary of State when the entity has not dissolved, much less completely wound up its affairs.  The challenge then...more

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