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Dissolution Corporate Dissolution Corporations Code

Allen Matkins

How Does One Serve A Dissolved Corporation?

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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

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

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

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