Shareholders, Corporate Dissolution, Corporations Code

What If A Creditor Refuses To Just Take The Money?

Allen Matkins on 12/6/2024

When a California corporation has been completely wound up without court proceedings, a majority of the directors then in office must sign and verify a Certificate of Dissolution which must be filed with the California...more

How Does One Serve A Dissolved Corporation?

Allen Matkins on 12/12/2023

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

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

Allen Matkins on 8/30/2022

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

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

Allen Matkins on 8/17/2021

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

Section 1800 And The Case Of The Little Shareholder That Could

Allen Matkins on 7/29/2019

Section 1800 of the California Corporations Code provides a procedure for the involuntary dissolution of a corporation. The process begins with the filing of a verified complaint, but only those persons listed in the statute...more

Court Finds Nevada Corporate Law To Be No Bar To Alter Ego Claim

Allen Matkins on 4/3/2019

The gist of an alter ego claim is that that there is no separation between the corporation and its owners. As a result the distinct personality of the corporation may be disregarded and the shareholders held to account for...more

Court Rules Shareholders May Be Sued In De Facto Dissolution

Allen Matkins on 7/6/2015

California Corporations Code Section 2011 provides that causes of action against a dissolved corporation, whether arising before or after dissolution, may be enforced against its shareholders if any of the assets of the...more

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